EXHIBIT 10.148
DR Vladivoj Valkovic
Prilesje 4
10000 ZAGREB
Croatia
February 16, 2006
Dr. Bogdan C. Maglich
Chairman and Chief Executive Officer
HiEnergy Technologies, Inc.
1601B Alton Parkway
Irvine, CA 92606
RE: HiEnergy Technologies, Inc. - Engagement Letter
Dear Sir,
This letter will confirm our mutual understanding concerning advisory and
consulting services that I, Dr. Vladivoj Valkoviae ("Valkoviae"), will render to
HiEnergy Technologies, Inc. and/or its subsidiaries ("HiEnergy"), as described
herein.
Services
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1. Valkovic will provide HiEnergy with advisory services to assist
HiEnergy in product and technology sales, promotion, research,
product development and integration, and technology licensing and
funding opportunities.
The services provided by Valkovia will include (but not be limited
to):
o Sales of all HiEnergy's products and re-sale technologies in
Europe and Africa;
o Significant participation in the projects funded by NATO,
IAEA, EU and local governments;
o Organizing conferences, seminars, shows, exhibits, meetings
and other events in Europe including TV and radio shows in
which HiEnergy and its products will receive prominent role;
and
o Producing publications, CD's, films, books in which HiEnergy
and its products will receive prominent role.
Compensation
------------
2. HiEnergy will pay Valkoviae a retainer of $40,000 for aforementioned
services to be rendered to HiEnergy. Said retainer will be pre-paid
in the form of restricted stock, which is to be filed under a
Registration Statement on Form S-8 and would be cancelable, or
refundable to the Company, if Valkoviae voluntary resigns and/or
cancels the engagement prior to performing any of the Services under
the Engagement. 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 retainer compensation
earned for which payment has not then been received directly or
through the sale of stock. Valkoviae is not obligated to sell the
shares and, in the event the value of shares appreciates above the
value of the above stated retainer, Valkoviae shall not be obligated
to pay any surplus to HiEnergy. The payment of the retainer shall be
conditional upon the delivery to management of monthly written
reports of your activities and performance of the Services.
Dr. Bogdan C. Maglich
Page 2 of 3
3. HiEnergy agrees to reimburse Valkoviae for all reasonable
out-of-pocket expenses directly related to performance of the
Services, provided that such expenses are agreed in writing in
advance.
4. In addition to the compensation provided above, Valkoviae shall
receive from HiEnergy success fees for non-investment related
activities, as follows:
o With respect to the occurrence of other objectives or
transactions (e.g., introductions to strategic partners and
the formation of joint-ventures, alliances, etc.), HiEnergy
will pay Valkoviae a percentage of the net value of the
transaction consummated between HiEnergy and any party
introduced by Valkoviae, which remuneration will be determined
and mutually agreed upon by Valkoviae and HiEnergy, on a case
by case basis, during the course of this engagement.
In the event there is a dispute as to the valuation of any
transaction, business opportunity, joint-venture and/or alliance
resulting from the activities of Valkoviae and accepted by HiEnergy,
both parties agree to will rely mutually agreeable independent
valuation agent and will honor the non-circumvention rights of the
other as established under separate agreement during the period of
said dispute.
5. If at any time within one (1) year following the termination of this
engagement, or any extension hereof, a transaction occurs between
HiEnergy and a party to whom HiEnergy was introduced by Valkoviae,
Valkoviae shall be entitled to the remuneration previously
stipulated in paragraph 4 above; provided that a written list of all
introduced parties is provided to HiEnergy within fifteen (15)
business days after the expiration or termination of this
engagement.
General Terms
-------------
6. This engagement may be terminated by either party upon sixty (60)
days written notice to the other.
7. Valkoviae will treat as confidential all information concerning
HiEnergy that comes into its possession by reason of this engagement
under the terms of a Proprietary Information Agreement dated
February 13, 2006.
8. Valkovic will indemnify HiEnergy (including any affiliated companies
and any of its affiliates, officers, directors, employees or
controlling persons) from and against all claims, liabilities,
losses, damages and expenses incurred that relate to or arise out of
this engagement. Valkoviae will not, however, be responsible for any
claims, liabilities, losses, damages or expenses to the extent that
they result primarily from actions taken by HiEnergy through bad
faith or negligence.
Dr. Bogdan C. Maglich
Page 3 of 3
9. This engagement may not be assigned by either party without the
express written consent of the other party. If any provision of this
engagement is found to be illegal or invalid, the remaining
provisions shall remain in full force and effect in accordance with
their terms. No delay or omission by either party in exercising any
right under this engagement shall operate as a waiver of that or any
other right.
10. This engagement constitutes the entire agreement between the parties
relating to the subject matter herein and supersedes all prior
agreements and understandings between the parties, whether written
or oral. This engagement may be amended or modified only by a
written instrument executed by both parties. This engagement shall
be governed by California law, without regard to its conflict of law
provisions.
11. The benefits, obligations and liabilities assumed in this engagement
by the parties hereto shall be binding upon their respective
successors and assigns.
12. This engagement is renewable upon completion by mutual agreement.
Should HiEnergy Technologies, Inc. agree to proceed on this basis, please date,
sign and return the duplicate of this letter to me by facsimile.
Sincerely,
/s/ V. Valkovic February 16, 2006
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Dr. Vladivoj Valkovic Dated
/s/ Bogdan C. Maglich February 16, 2006
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Dr. BogdanMaglich CEO/Chairman Dated