ASSIGNMENT

      WHEREAS,  I, Kevin S. McKinny,  a United States  citizen,  residing at 612
Sonoma Aisle,  Irvine, CA 92618  (hereinafter  "ASSIGNOR") have invented certain
new and useful  improvements  in a METHOD AND APPARATUS FOR DETECTING FLAWS IN A
FLUID  CONDUIT  for which I have filed  United  States  Patent  Application  No.
__________  in the United  States on March 11,  2004  (hereinafter  "the  Patent
Application");

      WHEREAS,  HiEnergy  Technologies,  Inc.,  a  Delaware  corporation  having
offices  at  1601B  Alton  Parkway,   Irvine,   California  92606   (hereinafter
"ASSIGNEE")  desires to purchase the entire right, title, and interest in and to
the inventions disclosed in the Patent Application;

      NOW, THEREFORE, in consideration of good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  ASSIGNOR hereby further  acknowledges
that it has sold, assigned,  and transferred,  and by these presents does hereby
sell,   assign,   and   transfer,   unto   ASSIGNEE,   its   successors,   legal
representatives,  and assigns,  the entire right, title, and interest throughout
the  world  in,  to,  and  under  the said  improvements,  and the  said  Patent
Application  and all Patents that may be granted  thereon,  and all  provisional
applications  relating  thereto,  and all  divisions,  continuations,  reissues,
reexaminations,  renewals,  and extensions  thereof,  and all rights of priority
under  International  Conventions and  applications  for Letters Patent that may
hereafter be filed for said  improvements or for the said Patent  Application in
any country or  countries  foreign to the United  States;  and  ASSIGNOR  hereby
authorizes and requests the  Commissioner  of Patents of the United States,  and
any Official of any country  foreign to the United  States,  whose duty it is to
issue patents on applications as aforesaid, to issue all Letters Patent for said
improvements  and all Letters Patents  resulting from the Patent  Application to
ASSIGNEE, its successors, legal representatives, and assigns, in accordance with
the terms of this Agreement.

      ASSIGNOR does hereby sell, assign,  transfer,  and convey to ASSIGNEE, its
successors,  legal  representatives,  and assigns all claims for damages and all
remedies  arising out of any  violation of the rights  assigned  hereby that may
have  accrued  prior  to the  date of  assignment  to  ASSIGNEE,  or may  accrue
hereafter,  including,  but not limited to, the right to sue for,  collect,  and
retain damages for past infringements of the said issued Letters Patents;

      ASSIGNOR hereby covenants and agrees that it will communicate to ASSIGNEE,
its successors,  legal representatives,  and assigns any facts known to ASSIGNOR
respecting  the Patent  Application  immediately  upon  becoming  aware of those
facts,  and that it will testify in any legal  proceeding  involving  any of the
Patent  Application,  will  sign all  lawful  papers,  execute  all  divisional,
continuing,  and  reissue  applications,  make  all  rightful  oaths,  and  will
generally  do  everything  possible  to  aid  ASSIGNEE,  its  successors,  legal
representatives, and assigns to obtain and enforce the Patent Application in all
countries.

      IN  TESTIMONY  WHEREOF,  I  hereunto  set my hand and seal  this 28 day of
April, 2004.


                                        By:  /s/ Kevin S. McKinny
                                             --------------------------
                                        Name Printed:  Kevin S. McKinny

STATE OF                    )
                            )    ss.
COUNTY OF                   )

      On 28, Apr 04, before me, W.D. English III,  personally  appeared Kevin S.
McKinny,  personally  appeared to be the person (s) whose name (s) is subscribed
to the within  instrument,  and  acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument the person,
or the  entity  upon  behalf  of  which  the  person  (s)  acted,  executed  the
instrument.

      WITNESS my hand and official seal.

                                            /s/ W. D. English III
[SEAL]
                                        ----------------------------------------
                                        Notary Signature

----------------------------------------
Seal  W.D. ENGLISH III
      Commission #1280304
      Notary Public - California
      Ventura County
    My Comm Expires Oct 14, 2004
----------------------------------------

<PAGE>

Woodrow Douglas English
Pat Atty Reg No 30746
1621 Alton Parkway
Irvine, CA 92606-4801
wenglish@dma.com

Attorney for Applicant

                      UNITED STATES DEPARTMENT OF COMMERCE

                           PATENT AND TRADEMARK OFFICE

                            PATENT EXAMINATION BRANCH


        In re Applicant/Patentee:                  )
                                                   )
        - Kevin S. McKinny                         )
                                                   )
        For Letters Patent on:                     )
                                                   )
        "Method & Apparatus for Detecting Flaws    )      EXPRESS
            in a Fluid Conduit."                   )      MAIL
                                                   )      CERTIFICATE
        Filed: 11 March 2004                       )      37CFR1.10
                                                   )
        SerNo:                                     )
                                                   )
        -------------------------------------------

                                                      Label#: EU 960019128 US
                                                      Date Mailed: 11 March 2004


      Madam/Sir:


            I hereby  certify  that,  on the  above  indicated  Date  Mailed,  I
      deposited the following  attached  paper(s)/fee(s)  with the United States
      Postal  Service in Irvine,  CA  92606-4801  postage paid and addressed for
      delivery to Addressee:

            Honorable  Commissioner  for Patents and  Trademarks  United  States
            Patent and Trademark Office Washington, D.C. 20231

      by "Express  Mail Post Office to  Addressee"  by Fran  Johnson  (Signature
      below).


            Attach(s):                  Check for $80.00 (1 page)
                                        Transmittal Letter (2 pages)
                                        Provisional Patent (1 page)
                                        Prov. Pat. Apnlica (6 pages)
                                        Express mail Certificate (1 page)


                                        /s/ Fran Johnson

                                        ----------------------------
                                        Fran Johnson