EXHIBIT 10.15


[HiEnergy  Technologies,  Inc.  Letterhead]

February  26,  2002

Ms.  Michal  Levy
154  N.  Pass  Avenue  #114
Burbank,  CA  91505

Dear  Micky,

It  is  my  pleasure  to  offer  you  the  position  of Vice President/Corporate
Secretary  for  HiEnergy  Microdevices, Inc.  Your primary responsibilities will
be:
     -    Corporate  secretary
     -    Public  relations
     -    Investor  relations
     -    Technical  writing

Initially  the  position  will  be part-time, averaging 2.5 days per week.  Your
near-term  priorities  in  order  are:
     -    Obtain  the  accreditation  status  of  all  HiEnergy  stockholders
     -    Work  to  insure that all unaccredited investors are sophisticated and
          we  have  received  appropriate  certification
     -    Assist  Dr.  Maglich  with  technical  writing  on proposals and white
          papers
     -    Prepare  public relations/investor relations campaign to coincide with
          closing  of  the  transaction
     -    Update  web  site

Your  compensation  consists  of  the  following:
     -    $3500  per  month  (while  part-time)
     -    1000  shares of HiEnergy stock to be granted at the rate of 250 shares
          per  quarter,  beginning  February  24, 2002, so long as you remain an
          employee  of  the  Company  at  the  end  of  each  quarter
     -    Options  to  purchase  4,000 shares of HiEnergy stock (after any split
          associated  with  the  planned  transaction)  at  the  market price as
          determined by the current investment. The option will vest in one year

After three months, your employment and company requirements will be reviewed to
determine  if  full-time  employment  is  warranted.

The  board  of  directors  must  approve  your  appointment  as  vice president,
corporate  secretary and stock grant. Granting of stock options is contingent on
approval  of  the  board of directors and approval of a stock option plan by the
shareholders.  It  is  understood  that you are beginning employment before that
approval  and  only  your  salary  can  be  guaranteed  at  this  time.



I  look  forward to working with you to bring this exciting technology to market
and  making  the  Company  a  great  success.

Sincerely,

/s/  Keith  S.  Cowan

Keith  S.  Cowan
President  and  Chief  Executive  Officer


Accepted:


/s/  Michal  Levy
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Michal  Levy

Date:2/26/02
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