INDEPENDENT CONTRACTOR AGREEMENT

                        INDEPENDENT CONTRACTOR AGREEMENT
                        --------------------------------

HiEnergy Technologies, Inc. ("HiEnergy"), a Delaware Corporation and Radiation
Safety Academy ("RSA"), a Maryland Corporation, hereby enter into this
independent contractor agreement related to manual and training program
development and services to be provided on the basis of Work Made For Hire as of
the last date following the signatures below (the "Agreement").

1.    DEFINITIONS.

"Agreement" means this Independent Contractor Agreement and any relevant
Statements of Work ("SOW"), Work Authorizations ("WA"), and other attachments or
appendices specifically referenced in, and incorporated as part of, this
Agreement.

"Deliverables" means items that RSA prepares for or provides to HiEnergy as
described in a SOW. Deliverables include Developed Work, Licensed Work,
Preexisting Materials, and Tools.

"Developed Work" means all work product (including Externals), developed in the
performance of this Agreement as described in a SOW. Developed Work does not
include Licensed Work, Preexisting Materials, Tools, or items specifically
excluded in a SOW.

"Enhancements" means changes or additions, other than Error Corrections, to the
Developed Work or Licensed Work.

"Error Corrections" means revisions that correct errors and deficiencies
(collectively referred to as "errors") in the Developed Work or Licensed Work.

"Externals" means any pictorial, graphic, audiovisual works, reports or data
generated by execution of software code and any programming interfaces,
languages or protocols.

"Licensed Work" is any material described in or that conforms to the Description
of Licensed Work in the relevant SOW, associated documentation, Externals, Error
Corrections, and Enhancements.

"Party" or "Parties" means either of HiEnergy or RSA and used singularly or
collectively hereinafter.

"Preexisting Materials" means items contained within a Deliverable, in which the
copyrights are owned by a third party or that RSA prepared or had prepared
outside the scope of this Agreement. Preexisting Materials exclude Tools, but
may include material that is created by the use of Tools.

"Prices" means the agreed upon payments and currency for Deliverables and
Services, including all applicable fees, royalty payments and taxes, as
specified in the relevant SOW.


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"Products" means an offering by HiEnergy to its customers or other users,
whether or not branded by HiEnergy or its Affiliates, that includes the
Developed Work, Licensed Work or a derivative work of a Licensed Work.

"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.

"Services" means work that RSA performs for HiEnergy as described in a SOW.

"Statement of Work" or "SOW" means any document that:

      1.    identifies itself as a statement of work;

      2.    is signed by both parties;

      3.    incorporates by reference the terms and conditions of this Base
            Agreement; and

      4.    describes the Deliverables and Services, including any requirements,
            specifications or schedules.

"Tools" means software that is not commercially available, and its Externals,
required for the development, maintenance or implementation of a Deliverable.

"Work Authorization" or "WA" means HiEnergy's authorization in either electronic
or tangible form for RSA to conduct transactions under this Agreement in
accordance with the applicable SOW (i.e., a purchase order, bill of lading, or
other HiEnergy designated document). A SOW is a WA only if designated as such in
writing by HiEnergy.

2.    WORK MADE FOR HIRE / RIGHTS TO WORK.

      a)    RSA understands and agrees that it is to perform and/or provide
            Services and Deliverables as detailed in the SOW(s) as Work Made for
            Hire.

      b)    RSA understands and agrees that the (i) Developed Work and any work
            product shall be the sole and exclusive property of HiEnergy (ii)
            RSA shall have no other rights whatsoever in or to the Developed
            Work, and any work product, including Error Corrections and
            Enhancements to Developed Work, delivered under the Agreement; and
            (iii) RSA shall not distribute, sell, or incorporate the Developed
            Work, and any derivative modifications or extensions of them.


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      c)    RSA agrees not to attach to the Developed Work any statements
            appearing thereon regarding copyright or proprietary rights of RSA.
            RSA shall not copy (in any form), distribute, sell, lease, assign,
            encumber, license or sub-license the Developed Work, and any work
            product to anyone other than HiEnergy. RSA hereby acknowledges and
            agrees that the Developed Work is to be incorporated into Products
            and sold and/or distributed to other users for commercial purposes
            by HiEnergy.

3.    TITLE AND COPYRIGHT ASSIGNMENT

      a)    The Developed Work, and any work product, including Error
            Corrections and Enhancements to Developed Work, delivered under the
            Agreement, and the results of the Services to be rendered by RSA
            hereunder, are Work Made for Hire. RSA acknowledges and agrees that
            the Developed 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 Developed Work would not be considered a work
            made for hire under applicable law, RSA 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 Developed
            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 Developed Work,
            and the entire right 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)    If the Developed Work is one to which the provisions of 17 U.S.C.
            106A apply, the RSA hereby waives and appoints HiEnergy to assert on
            RSA's behalf the author's moral rights or any equivalent rights
            regarding the form or extent of any alteration to the Developed Work
            (including, without limitation, removal or destruction) or the
            making of any derivative works based on the Developed Work,
            including, without limitation, any reproductions of the Developed
            Work in any medium.

      d)    RSA 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.

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)    RSA shall be an independent contractor with respect to HiEnergy.
            HiEnergy shall not be responsib