HIENERGY TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>7
<FILENAME>ex10-63.txt
<TEXT>


                                  EXHIBIT 10.63


THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR QUALIFIED UNDER ANY STATE SECURITIES LAW IN
RELIANCE UPON EXEMPTIONS THEREFROM. THE SECURITIES MAY BE ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
OFFERED TO BE SO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE
SECURITIES LAWS.

                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

         This NOTE PURCHASE AGREEMENT ("Agreement") is dated January 31, 2004
between the purchaser identified on the signature page hereto and any assignee
of such person ("Purchaser"), and HiEnergy Technologies, Inc., a Delaware
corporation ("Company").

1. PURCHASES AND SALE.

                  (a)      TERMS OF SALE.


                           (1) Purchaser agrees to buy and the Company agrees to
                  sell and issue to Purchaser, at the First Closing, for an
                  aggregate purchase price of Fifty Thousand Dollars ($50,000)
                  in cash (the "Minimum Purchase Price"): (a) a two-year
                  promissory note in substantially the form attached hereto as
                  Attachment A (the "First Note") in an original principal
                  amount equal to the Minimum Purchase Price and having a
                  conversion rate of $0.45 of principal amount for each one
                  whole share of the Company's authorized and previously
                  unissued common stock, par value $0.001 per share ("Common
                  Stock") with principal and simple interest of 5% per annum due
                  in full at maturity; (b) a 3 1/2 year warrant to purchase
                  Common Stock in substantially the form attached hereto as
                  Attachment B with an initial exercise price of $0.75 per
                  share, subject to adjustment, covering the number of shares of
                  Common Stock that could be purchased at that price with an
                  amount in cash equal to the Minimum Purchase Price ; (c) a 3
                  1/2 year warrant to purchase Common Stock in substantially the
                  form attached hereto as Attachment B with an exercise price of
                  $1.25 per share covering the number of shares of Common Stock
                  that could be purchased at that price with an amount in cash
                  equal to the Minimum Purchase Price ; (d) a 3 1/2 year warrant
                  to purchase Common Stock in substantially the form attached
                  hereto as Attachment B with an exercise price of $1.50 per
                  share covering the number of shares of Common Stock that could
                  be purchased at that price with an amount in cash equal to the
                  sum paid by the Purchaser to exercise the $0.75 warrant
                  mentioned in clause (b) above ; and (e) a 3 1/2 year warrant
                  to purchase Common Stock in substantially the form attached
                  hereto as Attachment B with an initial exercise price of $0.45
                  per share, subject to adjustment, covering the number of
                  shares of Common Stock that could be purchased at that price
                  with an amount in cash equal to two times the Minimum Purchase
                  Price .

<PAGE>

                           (2) Purchaser may elect, in Purchaser's sole
                  discretion, to buy, in whole or in part, at the Second
                  Closing, for an aggregate purchase price of up to Three
                  Hundred Thousand Dollars ($300,000) in cash (the "Additional
                  Purchase Price"): (a) a two-year promissory note in
                  substantially the form attached hereto as Attachment A (the
                  "Closing Note") in an original principal amount equal to the
                  Additional Purchase Price and having a conversion rate of
                  $0.45 of principal amount for each one whole share of the
                  Company's authorized and previously unissued common stock, par
                  value $0.001 per share ("Common Stock") with principal and
                  simple interest of 5% per annum due in full at maturity; (b) a
                  3 1/2 year warrant to purchase Common Stock in substantially
                  the form attached hereto as Attachment B with an initial
                  exercise price of $0.75 per share, subject to adjustment,
                  covering the number of shares of Common Stock that could be
                  purchased at that price with an amount in cash equal to the
                  Additional Purchase Price ; (c) a 3 1/2 year warrant to
                  purchase Common Stock in substantially the form attached
                  hereto as Attachment B with an exercise price of $1.25 per
                  share covering the number of shares of Common Stock that could
                  be purchased at that price with an amount in cash equal to the
                  Additional Purchase Price ; (d) a 3 1/2 year warrant to
                  purchase Common Stock in substantially the form attached
                  hereto as Attachment B with an exercise price of $1.50 per
                  share covering the number of shares of Common Stock that could
                  be purchased at that price with an amount in cash equal to the
                  sum paid by the Purchaser to exercise the $0.75 warrant
                  mentioned in clause (b) above ; (e) a 3 1/2 year warrant to
                  purchase Common Stock in substantially the form attached
                  hereto as Attachment B with an initial exercise price of $0.45
                  per share, subject to adjustment, covering the number of
                  shares of Common Stock that could be purchased at that price
                  with an amount in cash equal to the Additional Purchase Price.


                  "Effectiveness Date" shall mean the date as of which the
         Registration Statement, as defined in Section 5 of this Agreement, is
         declared effective by the Securities and Exchange Commission.

<PAGE>

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter market as reported by the National
         Quotation Bureau Incorporated (or any similar organization or agency
         succeeding its functions of reporting prices) or such other senior
         United States trading facility as in the issuer may elect; provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
         any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  The First Note and the Closing Note (each a "Note" and
         collectively the "Notes"), the Common Stock issuable under each Note,
         the Warrants issuable under this Agreement (each a "Warrant" and
         collectively the "Warrants"), and Common Stock issuable upon exercise
         of each Warrant, are herein collectively called the "Securities."


                  (b) CLOSINGS. The First Closing shall occur concurrently with
         the execution of this Agreement. The Second Closing shall be held as
         soon as practicable on or after the twentieth business day after the
         Effectiveness Date if Purchaser makes the election under Section
         1(a)(2) by sending written notice to the Company on or before the
         twentieth business day after the Effectiveness Date. The First Closing
         and the Second Closing (each the "Closing" and collectively the
         "Closings") shall be conducted via telephone and facsimile
         transmission. At the First Closing, the Purchaser shall pay the Minimum
         Purchase Price by wire transfer against delivery to the Purchaser by
         facsimile of the First Note and the Warrants. At the Second Closing,
         the Purchaser shall pay the Additional Purchase Price by wire transfer
         against delivery to the Purchaser by facsimile of the Second Note and
         the Warrants.


2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby makes the
following representations and warranties to the Purchaser:

         (A) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the State of Delaware with the requisite corporate power and authority
         to own and use its properties and assets and to carry on its business
         as currently conducted. The Company is duly qualified to conduct
         business and is in good standing as a foreign corporation or other
         entity in each jurisdiction in which the nature of the business
         conducted or property owned by it makes such qualification necessary.

<PAGE>

         (B) AUTHORIZATION. The Company has the requisite corporate power and
         authority to enter into and to consummate the transactions contemplated
         by this Agreement and otherwise to carry out its obligations hereunder.
         The execution and delivery of this Agreement by the Company and the
         consummation of the transaction contemplated hereby have been duly
         authorized by all necessary action on the part of the Company, the
         undersigned is duly authorized to execute this Agreement on behalf of
         the Company, and no further action is required by the Company or its
         shareholders for the Company to execute and consummate this Agreement
         and the transactions contemplated hereby. This Agreement has been duly
         executed by the Company and, when delivered in accordance with the
         terms hereof, and assuming the valid execution hereof by the Purchaser,
         will constitute the valid and binding obligation of the Company
         enforceable against the Company in accordance with its terms, except
         (a) as such enforceability may be limited by bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally,
         (b) as enforceability of any indemnification and contribution
         provisions may be limited under the federal and state securities laws
         and public policy, and (c) that the remedy of specific performance and
         injunctive and other forms of equitable relief may be subject to
         equitable defenses and to the discretion of the court before which any
         proceeding therefor may be brought.

         (C) NO CONFLICTS. The execution, delivery and performance of this
         Agreement by the Company and the consummation by the Company of the
         transactions contemplated hereby does not and will not: (i) conflict
         with or violate any provision of the Company's certificate of
         incorporation or bylaws (each as amended through the date hereof), or
         (ii) conflict with, or constitute a default (or an event which with
         notice or lapse of time or both would become a default) under, or give
         to others any rights of termination, amendment or acceleration (with or
         without notice, lapse of time or both) of, any material agreement or
         indebtedness to which the Company is a party or by which any material
         property or asset of the Company is bound or affected, or (iii) result
         in a violation of any law, rule, regulation, order, judgment, decree or
         other restriction of any court, governmental authority or stock market
         to which the Company or the Common Stock is subject.

         (D) ISSUANCE OF THE SECURITIES. The Notes and the Warrants are duly
         authorized and, when issued and paid for in accordance with the terms
         hereof, will be legally issued, fully paid and nonassessable, free and
         clear of all liens and encumbrances (other than any that are the result
         of any action or inaction of the Purchaser). The shares issuable upon
         conversion of the Notes and exercise of the Warrants, when paid for in
         accordance with the terms of the Warrant, will be legally issued, fully
         paid and nonassessable, free and clear of all liens and encumbrances
         (other than any that are the result of any action or inaction of the
         Purchaser).

         (F) DISCLOSURE. Neither the Company nor any other Person acting on its
         behalf has provided the Purchaser or their agents or counsel with any
         information that constitutes or may, in the Company's opinion,
         constitute material non-public information.

<PAGE>

         (G) CAPITALIZATION. The authorized capital stock of the Company is
         comprised of 100,000,000 shares of Common Stock, par value $.001 per
         share, and 1,000,000 shares of Preferred Stock, par value $1.00 per
         share. As of January 30, 2004, there were 31, 454, 419 shares of Common
         Stock and no shares of Preferred Stock outstanding. The Company has a
         sufficient amount of authorized and unissued shares of Common Stock to
         reserve for issuance, under the Notes and the Warrants, the maximum
         number of shares issuable thereunder initially.


3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby
represents and warrants to the Company as follows:

         (A) VALIDITY. Upon the execution and delivery of this Agreement, and
         assuming the valid execution thereof by the Company, this Agreement
         shall constitute the valid and binding obligation of the Purchaser,
         enforceable against the Purchaser in accordance with its terms, except
         (a) as such enforceability may be limited by bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally,
         (b) as enforceability of any indemnification and contribution
         provisions may be limited under the federal and state securities laws
         and public policy, and (c) that the remedy of specific performance and
         injunctive and other forms of equitable relief may be subject to
         equitable defenses and to the discretion of the court before which any
         proceeding therefor may be brought.

         (B) NO CONFLICTS. The execution, delivery and performance of this
         Agreement by the Purchaser and the consummation by the Purchaser of the
         transactions contemplated hereby does not and will not (i) conflict
         with or violate any provision of the Purchaser's or Company's
         certificate of incorporation or bylaws (each as amended through the
         date hereof), or (ii) conflict with, or constitute a default (or an
         event which with notice or lapse of time or both would become a
         default) under, or give to others any rights of termination, amendment
         or acceleration (with or without notice, lapse of time or both) of, any
         material agreement or indebtedness to which the Purchaser is a party or
         by which any material property or asset of the Purchaser is bound or
         affected, or (iii) result in a violation of any order, judgment or
         decree of any court to which the Purchaser is subject.

         (C) INVESTMENT REPRESENTATIONS.

                  (i) The Purchaser is capable of bearing the economic risks of
                  this investment, including the possible loss of the entire
                  investment;

                  (ii) The Securities are being acquired for investment only and
                  for the Purchaser's own account and not with a view to, or for
                  sale in connection with, the distribution thereof, nor with
                  any present intention of distributing or selling any of the
                  Securities;

<PAGE>

                  (iii) The Purchaser understands that the Securities have not
                  been qualified under the Delaware Securities Act, as amended,
                  (the "Law") or any other applicable state securities laws and
                  that the Securities have not been registered under the
                  Securities Act of 1933, as amended, (the "Act"), and are being
                  offered and sold pursuant to exemptions thereunder, and that
                  in this connection the Company is relying on the Purchaser's
                  representations set forth in this Note Purchase Agreement;

                  (iv) The Purchaser understands and agrees that the Securities
                  may not be offered or transferred in any manner unless (i) the
                  Securities are subsequently registered under the Act and any
                  applicable state securities laws, or (ii) an opinion of
                  counsel satisfactory to the Company has been rendered stating
                  that such offer or transfer will not violate any applicable
                  federal or state securities laws;

                  (v) The Purchaser understands and agrees that in addition to
                  any other restrictive legend which may be imposed on the
                  certificates, the certificates evidencing said Securities will
                  bear substantially the following legend or a similar legend:

                  THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
                  TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC
                  RULE 144 (IF AVAILABLE) OR THERE IS AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
                  SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING
                  THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
                  EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
                  REQUIREMENTS OF THE 1933 ACT.

                  (vi) The Purchaser is an Accredited Investor as defined in
                  Regulation D under the Act;

                  (vii) By executing this Note Purchase Agreement, the Purchaser
                  hereby acknowledges receipt of all such information as the
                  Purchaser deems necessary and appropriate to enable the
                  Purchaser to evaluate the merits and risks in acquiring the
                  Securities. The Purchaser acknowledges receipt of satisfactory
                  and complete information covering the business and financial
                  condition of the Company, including the opportunity to obtain
                  information regarding the Company's financial status, in
                  response to all inquiries in respect thereof. The Purchaser
                  has such knowledge and experience in financial and business
                  matters that he is capable of evaluating the merits and risks
                  of acquiring the Securities and the capacity of protecting its
                  own interests in the transaction;

<PAGE>

                  (viii) The Purchaser has been furnished with the materials
                  relating to the Company and the offering of the Securities
                  which he has requested, and has been afforded the opportunity
                  to make inquiries concerning the Company and such matters as
                  the Purchaser has deemed necessary, and has further been
                  afforded the opportunity to obtain any additional information
                  required by the Purchaser to the extent the Company possesses
                  such information or could acquire it without unreasonable
                  effort or expense;

                  (ix) The Purchaser has substantial means of providing for its
                  current needs and contingencies and has no need for liquidity
                  in this investment;

                  (x) The Purchaser has determined that the Securities are a
                  suitable investment for it and that it could bear a complete
                  loss of its entire investment;

                  (xi) The Purchaser has relied on its own tax and legal advisor
                  and its own investment counselor with respect to the income
                  tax and investment considerations of a purchase of the
                  Securities;

                  (xii) The Purchaser did not learn of the offering described
                  herein through any general advertising or other literature,
                  and it has relied only on the information furnished or made
                  available to them by the Company described above;

                  (xiii) No representations or warranties have been made to the
                  Purchaser by the Company, its officers, directors or
                  shareholders or any persons acting on behalf of the Company,
                  or any affiliates of any of them, other than the
                  representations set forth herein; and

                  (xiv) The foregoing representations, warranties and agreements
                  of the Purchaser shall survive the sale and issuance of the
                  Securities to the Purchaser.

4. PAYMENT. The Purchaser shall deliver to the Company within two (2) Trading
Days hereof an amount in United States dollars equal to the full Purchase Price,
via check or wire transfer of immediately available funds to an account
designated in writing by the Company for such purpose. The Seller shall notify
its transfer agent within one (1) Trading Day thereafter to deliver the Note to
the Purchaser. On the Closing Day, the Company will deliver or cause to be
delivered to the Purchaser a Warrant and a duly executed Note.

5. REGISTRATION RIGHTS. The Company shall cause within a reasonable time, in any
case not later than February 29, 2004, the preparation and filing of a
Registration Statement on Form SB-2 (as amended herein called the "Registration
Statement") that includes the shares of Common Stock issuable upon conversion of
each Note and exercise of each Warrant. If the Holder continues to hold the
Securities, the Company will pay Holder in arrears in like kind a number of
Securities equal to two percent of the Securities originally purchased if the
Company has not caused the shares to become registered by April 30, 2004.
Thereafter the Company shall continue to pay such amount to the Holder on the
last day of each calendar month if the Company has not caused the shares to
become registered by that date. In addition, no such payment is due to the
extent such payment causes the total amount payable for failure to obtain an
effective registration statement to exceed the amount permitted by law. The
Issuer shall use its best efforts to cause a Registration Statement on Form SB-2
that includes the shares of Common Stock issuable thereunder to remain effective
to December 31, 2005 or any earlier date when all the shares issuable under the
Note and the Warrants are or may be sold under Rule 144. It is the express
intention of the parties that at all times they shall comply with all applicable
laws, including usury laws. This Agreement shall automatically be modified to
the extent necessary to achieve that purpose.

<PAGE>

6.       COVENANTS OF THE COMPANY.


                  (A) FULL-RATCHET ADJUSTMENT. If prior to January 15, 2005, the
         Company enters into a binding written agreement to sell, or sells,
         Common Stock or equivalents (except pursuant to the Company's stock
         incentive plans) at a price that is less than $0.45 per share, then the
         conversion price of the Note shall be deemed adjusted to equal the
         lower price. If the Notes shall have been converted prior to such
         adjustment, then additional shares of Common Stock will be issued.
         Successive adjustments shall be made in the event of multiple sales at
         lower selling prices.


                  (B) FIRST RIGHT OF REFUSAL. From the First Closing until
         January 15, 2005, the Company shall promptly give notice to the
         Purchaser if the Company enters into a binding agreement to sell shares
         of the Company's Common Stock to a third-party for cash at a price
         below $0.45 per share. The notice will contain the price, terms,
         identity of third party buyer, and other customary detailed
         information. Within five (5) Trading Days after such notice is given,
         Purchaser shall have the right to elect to purchase shares in an amount
         determined by Purchaser, but not more than six and two-thirds percent
         (6-2/3%), at the same price and on the same terms at which the shares
         are sold to such third party. Purchaser shall transfer funds for such
         purchase to the Company concurrently with the third party, and the
         closing of such purchase shall be either concurrently with or within
         three (3) Trading Days after the third party purchase and sale is
         consummated, as the Company may determine.

7. COUNTERPARTS. This Agreement may be executed in two or more counterparts, all
of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement, which shall be deemed
fully valid and binding. The parties also agree to forward promptly their
original signature on a copy of this Agreement to the other party.

<PAGE>

8. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties with respect to the matters covered herein and, except as specifically
set forth herein, neither the Company nor the Purchaser make any representation,
warranty, covenant or undertaking with respect to such matters. This Agreement
supersedes and merges in any other Note Purchase Agreement entered into between
the arties in January 2004. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and Purchaser.

9. SEVERABILITY. In the event that any provision of this Agreement shall be
determined to be invalid or unenforceable by any court of competent
jurisdiction, the remainder of this agreement shall not be affected thereby, and
any invalid or unenforceable provision shall be reformed so as to be valid and
enforceable to the full extent permitted by law.

10. NOTICES. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earlier of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice prior to 5:00 p.m., eastern time, on a Trading Day,
(ii) the Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Purchaser,
addressed to such Purchaser at his last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                           HiEnergy Technologies, Inc.
                           1601 Alton Parkway, Unit B
                           Irvine, California 92606
                           Attention: President
                           Tel. No.: (949) 757-0855
                           Fax No.: (949) 757-1477

Any party hereto may from time to time change its and its counsel's address for
notices by giving at least ten (10) days written notice of such changed address
to the other party hereto.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


                                    COMPANY:
                                    HIENERGY TECHNOLOGIES, INC.


                                    By:     /s/ B. C. Maglich
                                       -----------------------------------------
                                    Name:  Bogdan C. Maglich
                                    Title: Chairman, Chief Executive Officer
                                           and Treasurer


                                    PURCHASER:

                                    Print or Type Name in which Title is to be
                                    Held:


                                    By:     /s/ R. Melnick
                                       -----------------------------------------
                                    Name: RICHARD MELNICK
                                    Title: an individual


                                   ASSIGNMENT

The Purchaser may in the future assign the foregoing Agreement to an assignee of
the Purchaser's choice. The Purchaser may use the following assignment form.

FOR VALUE RECEIVED, the above-signed Purchaser, pursuant to the provisions of
the within Note Purchase Agreement hereby assigns and transfers unto
____________________________ the rights, titles and interests of Purchaser under
the within Note Purchase Agreement and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the Note
and Warrant W-__ on the books of the within-named Company.

                                              ASSIGNOR

Dated: _________________                      Signature:_______________
Name:_______________
Title:________________


                                    Assignee:____________________________
                                    Address:_____________________________

                                            -----------------------------
                                            -----------------------------

                                    Tax ID. No.:_________________________


<PAGE>

                                  EXHIBIT 10.63

                                  ATTACHMENT A
                 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY NOT BE RESOLD OR HYPOTHECATED BY THE HOLDER UNLESS SUCH
TRANSFER COMPLIES WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT. ACCEPTANCE OF THIS NOTE CONSISTUTES THE HOLDER'S REPRESENTATION THAT THE
HOLDER TAKES THIS NOTE FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR
DISTRIBUTION.

                                                                     Note No. __

                              UNSECURED CONVERTIBLE
                                 PROMISSORY NOTE

$ 50,000                                                        January 31, 2004
Irvine, California


         HiEnergy Technologies, Inc., a Delaware corporation ("Maker"), for
value received, hereby promises to pay Richard Melnick, or order ("Holder"), at
9 Beckwith Ave., Crested Butte, CO 81224, or at such other place as designated
in writing by Holder, the principal sum of Fifty Thousand Dollars and No Cents
($50,000), with interest thereon at the rate of five percent (5%) per annum on
the then outstanding principal balance computed on the basis of a 365-day year
and charged on the basis of actual days elapsed. The outstanding principal
balance, together with all accrued and unpaid interest shall all be due and
payable in full on or before 5:00 p.m., California time, January 31, 2006 (the
"Maturity Date"). All sums payable pursuant hereto shall be payable in lawful
money of the United States of America. Payments made under this Note shall be
first credited to fees or costs due under this Note, then to accrued interest
and lastly to outstanding principal. Unpaid interest shall be added to principal
on each anniversary of the date of this Note and bear like interest.

                              TERMS AND CONDITIONS

         Section 1. Prepayment. Maker may prepay this Note in whole or in part,
without penalty, at any time and from time to time upon thirty days prior
written notice to Holder (the "Notice").

<PAGE>

         Section 2. Default. If any of the following events (each hereinafter
called individually an "Event of Default") shall occur:

                  (a) If Maker shall default in the payment of any amount on
this Note when the same shall become due and payable, whether at maturity or by
acceleration or otherwise, or otherwise default under this Note; or

                  (b) If Maker shall make an assignment for the benefit of
creditors; or

                  (c) If Maker shall file a voluntary petition in bankruptcy, or
shall be adjudicated a bankrupt or insolvent under the present or any future
Federal Bankruptcy Act or other applicable federal, state or other statute, law
or regulation; or

                  (d) In the event of a liquidation, dissolution or winding up
of the Maker, whether voluntary or involuntary, or a sale, or a series of
related sales, of all or substantially all of the assets of the Maker, or a
sale, or a series of related sales, or exchange, of capital stock of the Maker,
either by the Maker or its shareholders, such that the Maker's shareholders
immediately before such transaction do not hold (by virtue of such shares or
securities issued solely with respect thereto) more than fifty percent (50%) of
the voting power of the surviving or continuing entity, or a merger,
consolidation, acquisition of property or shares, separation or reorganization
of the Maker with one or more entities, corporate or otherwise, as a result of
which the Maker is not the surviving corporation or as a result of which the
holders of stock of the Maker as of prior to the transaction do not hold (by
virtue of such shares or securities issued solely with respect thereto) more
than fifty percent (50%) of the voting power of the surviving or continuing
entity; or

                  (e) In the event the Maker redeems, purchases or otherwise
acquires for value, any share or shares of its equity securities other than an
aggregate of up to 5% of the then outstanding shares issued to employees and
consultants of the Maker pursuant to agreements giving the Maker a right or duty
to repurchase such shares upon termination of employment with the Maker, or
declares or pays any dividends on or declares or makes any other distribution
(other than a dividend payable on the Common Stock solely in shares of Common
Stock or rights or options to purchase Common Stock) on account of any of its
equity securities or sets apart any sum for any such purpose;

then, and in each and every such case, the Holder of this Note may by notice in
writing to the Maker declare all amounts under this Note to be forthwith due and
payable (except that, in the case of an Event of Default under either Section
2(b) or Section 2(c), this Note shall become immediately due and payable without
notice) and thereupon the balance shall become so due and payable, without
presentation, protest or further demand or notice of any kind, all of which are
hereby expressly waived. The Maker shall give promptly a written notice to
Holder of the occurrence or the approval by the Maker or its Board of Directors
of any and all of the foregoing events, and in any of the events under Section
2(d) or Section 2(e), such notice shall be given at least fifteen (15) days
prior to the anticipated effective date of the transaction. In addition, upon an
Event of Default, Holder may exercise any and all other rights and remedies
Holder has at law, in equity or otherwise. All remedies are cumulative. No
single or partial exercise of Holder of any right hereunder shall preclude any
other or further exercise thereof or the exercise of any other right.

<PAGE>

         Section 3. No Waiver. No waiver by Holder of any default of breach by
Maker under this Note shall be implied from any delay or omission by Holder to
take action on account of such default if such default persists or is repeated;
no express waiver shall affect any default other than the default expressly made
the subject of the waiver and any such express waiver shall be operative only
for the time and to the extent therein stated. Any waiver of any covenant, term
or condition contained herein shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition. The consent or
approval by Holder to or of any act by Maker requiring further consent or
approval shall not be deemed to waive or render unnecessary the consent or
approval to or of any subsequent similar act.

         Section 4. Collection Costs. Maker covenants that, upon an Event of
Default, it shall pay to the person entitled to receive such payment such
further amount, to the extent lawful, as shall be sufficient to cover the cost
and expense of collection and enforcement of this Note, including reasonable
attorneys' fees and costs, court costs, costs of appeal and costs of collection
and enforcement of any judgment.

         Section 5. Successors/Liability. This Note shall be binding upon the
heirs, successors and assigns of Maker and shall inure to the benefit of Holder
and its successor and assigns. Diligence, demand, notice, presentment, notice of
intent to accelerate the maturity of this Note are waived by Maker. This Note
shall be governed by and construed in accordance with the laws of the State of
California.

         Section 6. Compliance with Law. It is Maker's and Holder's intention to
comply with any applicable usury law. In furtherance of this intention of Holder
and Maker, all agreements between Maker and Holder are expressly limited so that
in no event whatsoever shall the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of money under this Note exceed the maximum
permissible under applicable law. If, for any reason whatsoever, fulfillment of
any provision hereof shall be prohibited by law, the obligation to be fulfilled
shall be reduced to the maximum amount so prohibited, and if for any reason
Holder should have received as interest an amount which would exceed the highest
lawful rate, such amount which would be in excess of the permitted interest
shall, at Holder's option, be applied to the reduction of principal of this Note
and not to the payment of interest, or be refunded to Maker. This provision
shall control any other provision of all agreements between Maker and Holder.

         Section 7. Transfer. Subject to the restrictions and limitations on
transfer under federal or state securities laws, upon surrender of this Note for
transfer or exchange, a new Note or new Notes of the same tenor, dated the date
to which interest has been paid on the surrendered Note and in an aggregate
principal amount equal to the unpaid principal amount of the Note so
surrendered, will be issued to and registered in the name of the transferee or
transferees.

<PAGE>

         Section 8. Note Register. This Note is transferable only upon the books
of the Maker that Maker shall maintain for such purpose. The Maker may treat the
registered holder of this Note as he or it appears on the Maker's books at any
time as the Holder for all purposes.

         Section 9. Loss, Etc., of Note. Upon receipt of evidence satisfactory
to the Maker of the loss, theft, destruction or mutilation of this Note, and of
indemnity reasonably satisfactory to the Maker if lost, stolen or destroyed, and
upon surrender and cancellation of this Note if mutilated, the Maker shall
execute and deliver to the Holder a new Note of like date, tenor and
denomination.

         Section 10. Authorization. Maker represents and warrants to Holder that
the undersigned are duly elected and acting officers of Maker, holding the
offices indicated below, and duly and validly authorized by the Maker's Bylaws
to execute and deliver and cause the Maker to perform this Note without any
further corporate action.

         Section 11. Conversion. The Holder shall have the right to convert (the
"Conversion Right"), on the terms and conditions hereinafter set forth, the
principal amount and accrued interest, costs or other charges of this Note that
is then outstanding, in whole or in part, into a number of shares of Common
Stock, $.001 par value ("Stock") of the Maker equal to the result obtained by
dividing the principal amount of the Note then outstanding by No Dollars and
Forty-five Cents ($0.45), subject to adjustment as described below (the
"Conversion Price"). The period during which the Holder shall be entitled to
elect to convert this Note then outstanding, or any portion thereof, into Stock
of Maker pursuant hereto shall be from the date of this Note until the latter of
the date set for prepayment by the Notice or the date of payment of this Note
(the "Conversion Period"). If Holder fails to make such election to convert the
then outstanding principal amount of this Note, in the manner hereinafter set
forth, within the Conversion Period, the Conversion Right granted hereunder
shall terminate automatically and be of no further force or effect with respect
to the portion of this Note so repaid. In the event Notice is withdrawn by Maker
prior to payment, or for any reason payment is not made on the date set in the
Notice, the Conversion Right granted under this Section 11 shall not terminate,
and the Holder shall again have the Conversion Right granted under this Section
with respect to the principal amount of this Note then outstanding. If the
Holder desires to convert all or part of this Note, on the terms set forth in
this Section, into Stock, then, during the Conversion Period, the Holder must
give written notice to Maker of such Holder's election to convert this Note as
aforesaid, which election shall be irrevocable. Then, the Maker will cause one
or more stock certificates evidencing the Holder's ownership of the number of
Conversion Shares into which this Note has been converted as aforesaid to be
delivered promptly to the Holder against surrender to Maker of the original of
this Note or a replacement for a lost, stolen or destroyed Note. The Maker shall
cause the Conversion Price to be adjusted from time to time in case Maker shall
(i) pay a dividend or other distribution of shares of the Stock to the holders
of the outstanding shares of such class of Stock, (ii) subdivide the outstanding
shares of the class of Stock into which this Note is convertible into a greater
number of shares, (iii) combine the outstanding shares of Stock into which this
Note is convertible into a smaller number of shares, or (iv) merge or otherwise
reorganize or reclassify the Stock. In the event of each of the foregoing, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the Holder of the Note thereafter surrendered for conversion shall be entitled
to receive the number of shares of Stock, or other shares or property, which he
would have owned or have been entitled to receive had the Note been converted
immediately prior to the happening of such event at the same aggregate
Conversion Price. An adjustment made pursuant to this Section shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of subdivision or combination. Such adjustments will be made
sequentially upon the happening of more than one of the events described above.
In addition, if the Maker, at any time on or before January 15, 2005, shall
issue any New Shares at a price per New Share less than the conversion price in
effect at the time of such issuance, then the conversion price of this Note upon
each such issuance shall be adjusted to equal such price per New Share (rounded
to the nearest cent). "New Shares" means shares of Common Stock issued by the
Issuer after the Closing and on or before the Maturity Date, and any shares of
Common Stock that the Issuer is deemed to issue as described below, other than
shares of Common Stock issued or issuable or deemed to be issued or issuable:

<PAGE>

(a) to officers, directors, employees, consultants, or service providers,
pursuant to options on terms approved by the Board;

(b) to entities with which the Issuer has business relationships pursuant to
options on terms approved by the Board;

(c) pursuant to a conversion or exchange of securities or any other event for
which adjustment has already been made pursuant to Section 11;

(d) shares of Common Stock issued or issuable upon exercise of warrants or
rights granted to underwriters in connection with a public offering of Common
Stock; and

(e) to financial institutions or lessors in connection with commercial credit
arrangements, equipment financings or similar arms' length transactions with
non-affiliates of the Issuer.

In the event the Issuer at any time or from time to time after the Closing shall
issue any options or convertible securities, then the maximum number of shares
(as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such options or, in the case of
convertible securities and options therefore, the conversion or exchange of such
convertible securities, shall be deemed to be New Shares of Common Stock issued
as of the time of such issue, provided that in any such case in which New Shares
of Common Stock are deemed to be issued, no further adjustment to the Conversion
Price shall be made pursuant to Section 11 upon the subsequent issue of
convertible securities or shares of Common Stock upon the exercise of such
options or conversion or exchange of such convertible securities.

<PAGE>

12.      Ownership Cap and Certain Conversion Restrictions.

                  Notwithstanding any other provision hereof or of the Note
Purchase Agreement dated January 16, 2004 between the Company and the Holder
(the "Note Purchase Agreement"), in no event (except (i) as specifically
provided herein as an exception to this provision, or (ii) while there is
outstanding a tender offer for any or all of the shares of the Company's Common
Stock) shall the Holder be entitled to convert any portion of this Note, or
shall the Company have the obligation to convert such Note (and the Company
shall not have the right to pay interest hereon in shares of Common Stock) to
the extent that, after such conversion or issuance of stock in payment of
interest, the sum of (1) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted portion of
the Notes or other convertible securities or of the unexercised portion of
warrants or other rights to purchase Common Stock), and (2) the number of shares
of Common Stock issuable upon the conversion of the Notes with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such conversion). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 12 of the Securities Exchange Act of 1934, as amended, except as
otherwise provided in clause (1) of such sentence. The Holder, by its acceptance
of this Note, further agrees that if the Holder transfers or assigns any of the
Notes to a party who or which would not be considered such an affiliate, such
assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section 12 as if such transferee
or assignee were the original Holder hereof. Nothing herein shall preclude the
Holder from disposing of a sufficient number of other shares of Common Stock
beneficially owned by the Holder so as to thereafter permit the continued
conversion of this Note.



<PAGE>


13. Mechanics of Conversion. Conversion pursuant to Section 11 shall be
effectuated by faxing a Notice of Conversion (as defined below) to the Company
as provided in this Section 13. The Notice of Conversion shall be executed by
the Holder of this Note and shall evidence such Holder's intention to convert
this Note or a specified portion hereof. No fractional shares of Common Stock or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. The date
on which notice of conversion is given (the "Conversion Date") shall be deemed
to be the date on which the Holder faxes or otherwise delivers the conversion
notice ("Notice of Conversion") to the Company so that it is received by the
Company on or before such specified date, provided that, if such conversion
would convert the entire remaining principal of this Note, the Holder shall
deliver to the Company the original Notes being converted no later than five (5)
business days thereafter. Facsimile delivery of the Notice of Conversion shall
be accepted by the Company at facsimile number (949) 757-1477, Attn: Secretary,
provided a copy is sent on the same date to Company counsel at facsimile number
(949) 203-8627, Attn: Nicholas J. Yocca, Esq. The Company may change the
recipients, addresses or fax numbers for such notices by giving notice in
writing to Holder from time to time. Certificates representing Common Stock upon
conversion ("Conversion Certificates") will be delivered to the Holder at the
address specified in the Notice of Conversion (which may be the Holder's address
for notices as contemplated by the Note Purchase Agreement or a different
address), via express courier, by electronic transfer or otherwise, within five
(5) business days (such fifth business day, the "Delivery Date") after the date
on which the Notice of Conversion is delivered to the Company as contemplated in
this Section 13. The Holder shall be deemed to be the holder of the shares
issuable to it in accordance with the provisions of this Section 13 on the
Conversion Date.


         IN WITNESS WHEREOF, Maker has caused this Note No. __ to be executed as
of the date set forth above.

                                HiEnergy Technologies, Inc.,
                                a Delaware corporation

                                By:
                                    -----------------------------------------
                                    Bogdan C. Maglich
                                    Chief Executive Officer

<PAGE>


                                  EXHIBIT 10.63


                                  ATTACHMENT B
                 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR HIENERGY TECHNOLOGIES, INC. SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                           HIENERGY TECHNOLOGIES, INC.

                Expires: 3 1/2 years after effectiveness of SB-2


Holder: ________________
Warrant No.: W-_____
Number of Warrant Shares: ______
Exercise Price: $___ per Warrant Share
Date of Issuance: January 31, 2004


         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, HiEnergy Technologies, Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that the Holder
or its registered assign or assigns (individually or collectively referred to as
the "Holder") is entitled to subscribe for and purchase, during the period
defined below in this Warrant as the Term, the number of Warrant Shares
indicated above shares (subject to adjustment as hereinafter provided) of the
duly authorized, validly issued, fully paid and non-assessable shares of the
Issuer's Common Stock, as defined below in this Warrant, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.

<PAGE>

1. Definitions. For the purposes of this Warrant, the following terms have the
following meanings:

         "Board" means the Board of Directors of the Issuer.

         "Business Day" means any day except a Saturday, Sunday or any day on
which commercial banks in Irvine, California or New York, New York are
authorized or required by law or other government action to close.

         "Capital Stock" means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Issuer as in effect on the Original Issue Date, and as hereafter from
time to time amended, modified, supplemented or restated in accordance with the
terms hereof and thereof and pursuant to applicable law.

         "Common Stock" means the Common Stock, par value $0.001 per share, of
the Issuer and any other Capital Stock into which such stock may hereafter be
changed.

         "Exercise Date" means the date that the amount payable under Section
3(b) is received in full by the Issuer in immediately available U.S. dollar
denominated funds in the account of the Issuer at a financial institution
designated from time to time by the Issuer pursuant to the Purchase Agreement.

         "Governmental Authority" means any governmental, regulatory or
self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether
domestic or foreign.

         "Holders" mean the Persons who shall from time to time own any Warrant.
The term "Holder" means one of the Holders.

         "Independent Appraiser" means a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements of the Issuer) that is regularly engaged in the business of
appraising the Capital Stock or assets of corporations or other entities as
going concerns, and which is not affiliated with either the Issuer or the Holder
of any Warrant.

         "Issuer" means HiEnergy Technologies, Inc., a Delaware corporation, and
its successors.

<PAGE>

         "Majority Holders" means at any time the Holders of Warrants
exercisable for a majority of the Warrant Shares issuable under the Warrants at
the time outstanding.

         "New Shares" means shares of Common Stock issued by the Issuer during
the Term and on or before January 15, 2005, and any shares of Common Stock that
the Issuer is deemed to issue as described below, other than shares of Common
Stock issued or issuable or deemed to be issued or issuable:

(a) to officers, directors, employees, consultants, or service providers,
pursuant to options on terms approved by the Board;

(b) to entities with which the Issuer has business relationships pursuant to
options on terms approved by the Board;

(c) pursuant to a conversion or exchange of securities or any other event for
which adjustment has already been made pursuant to Section 5(c);

(d) shares of Common Stock issued or issuable upon exercise of warrants or
rights granted to underwriters in connection with a public offering of Common
Stock; and

(e) to financial institutions or lessors in connection with commercial credit
arrangements, equipment financings or similar arms' length transactions with
non-affiliates of the Issuer.

In the event the Issuer at any time or from time to time after the Closing shall
issue any options or convertible securities, then the maximum number of shares
(as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such options or, in the case of
convertible securities and options therefor, the conversion or exchange of such
convertible securities, shall be deemed to be New Shares of Common Stock issued
as of the time of such issue, provided that in any such case in which New Shares
of Common Stock are deemed to be issued, no further adjustment to the Warrant
Price shall be made pursuant to Section 5(c) upon the subsequent issue of
convertible securities or shares of Common Stock upon the exercise of such
options or conversion or exchange of such convertible securities.

         "Original Issue Date" means the date of the Closing as defined in the
Purchase Agreement.

         "OTC Bulletin Board" means the over-the-counter electronic bulletin
board.

         "Other Common" means any other Capital Stock of the Issuer of any class
which shall be authorized at any time after the date of this Warrant (other than
Common Stock) and which shall have the right to participate in the distribution
of earnings and assets of the Issuer without limitation as to amount.

         "Person" means an individual, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated organization, joint
venture, Governmental Authority or other entity of whatever nature.

<PAGE>

         "Per Share Market Value" means on any particular date (a) the closing
sale price for a share of Common Stock in the over-the-counter market, as
reported by the OTC Bulletin Board or in the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), or as reported by such other senior United States trading
facility as the Issuer may elect, at the close of business on such date, or (b)
if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices) or by such other senior United
States trading facility as the Issuer may elect, then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Board, or (c) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as determined by the Board in good
faith; provided, however, that the Majority Holders, after receipt of the
determination by the Board, shall have the right to select, jointly with the
Issuer, an Independent Appraiser, in which case, the fair market value shall be
the determination by such Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period. The determination of fair market value shall be based upon the fair
market value of the Issuer determined on a going concern basis as between a
willing buyer and a willing seller and taking into account all relevant factors
determinative of value, and shall be final and binding on all parties. In
determining the fair market value of any shares of Common Stock, no
consideration shall be given to any restrictions on transfer of the Common Stock
imposed by agreement or by federal or state securities laws, or to the existence
or absence of, or any limitations on, voting rights.

         "Purchase Agreement" means the Amended and Restated Note Purchase
Agreement dated as of January 31, 2004 between the Issuer and the investors
party thereto.

         "Registration Statement" means the registration statement on Form SB-2
or another available form registering the Warrant Shares.

         "Securities" means any debt or equity securities of the Issuer, whether
now or hereafter authorized, any instrument convertible into or exchangeable for
Securities or a Security, and any option, warrant or other right to purchase or
acquire any Security. "Security" means one of the Securities.

         "Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute then in effect.

         "Subsidiary" means any corporation at least 50% of whose outstanding
Voting Stock shall at the time be owned directly or indirectly by the Issuer or
by one or more of its Subsidiaries, or by the Issuer and one or more of its
Subsidiaries.

         "Term" has the meaning specified in Section 2 hereof.

<PAGE>

         "Trading Day" means (a) a day on which the Common Stock is traded on
the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC
Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices) or such other senior United States trading facility as in the
issuer may elect; provided, however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.

         "Voting Stock" means, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) having
ordinary voting power for the election of a majority of the members of the Board
of Directors (or other governing body) of such corporation, other than Capital
Stock having such power only by reason of the happening of a contingency.

         "Warrants" means the Warrants issued and sold pursuant to the Purchase
Agreement, including, without limitation, this Warrant, and any other warrants
of like tenor issued in substitution or exchange for any thereof pursuant to the
provisions of Section 3(c), 3(d) or 3(e) hereof or of any of such other
Warrants.

     "Warrant Price" initially means U.S. $___, as such price may be adjusted
     from time to time as shall result from the adjustments specified in this
     Warrant, including Section 5 hereto.

         "Warrant Share Number" means at any time the aggregate number of
Warrant Shares which may at such time be purchased upon exercise of this
Warrant, after giving effect to all prior adjustments to such number made or
required to be made under the terms hereof.

         "Warrant Shares" means shares of Common Stock issuable upon exercise of
any Warrant or Warrants or otherwise issuable pursuant to any Warrant or
Warrants.

2. Term. The right to subscribe for and purchase Warrant Shares represented
hereby shall commence on or after the later of the date of the Closing as
defined under the Purchase Agreement and shall expire at 5:00 p.m., Eastern
Standard Time, on a date that is 3 1/2 years after the effectiveness of the SB-2
referenced in Section 5 of the Amended and Restated Note Purchase Agreement
(such period being the "Term").

3. Method of Exercise and Payment; Issuance of New Warrant Certificates;
Transfer and Exchange.

<PAGE>

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part at any time and from time to time during
the Term, and this Warrant shall be considered exercised on the date (the
"Exercise Date") that the amount payable under Section 3(b) is received in full
by the Issuer in immediately available U.S. dollar denominated funds in the
account of the Issuer at a financial institution designated from time to time by
the Issuer pursuant to the Purchase Agreement.

     (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
     whole or in part, by (1) a facsimile transmission executed and sent to the
     attention of the Secretary of the Company, and (2) the physical surrender
     on the next Trading Day of this Warrant (with the exercise form attached
     hereto duly executed) at the principal office of the Issuer, and (2) by the
     payment in full to the order of the Issuer on the next trading day of an
     amount of consideration therefor equal to the Warrant Price in effect on
     the Exercise Date multiplied by the number of Warrant Shares with respect
     to which this Warrant is then being exercised, payable in immediately
     available U.S. dollar denominated funds by check or by wire to the account
     of the Issuer at a financial institution designated from time to time by
     the Issuer pursuant to the Purchase Agreement.

     (c) Issuance of Stock Certificates. In the event of any exercise of the
     rights represented by this Warrant in accordance with and subject to the
     terms and conditions hereof, (i) certificates for the Warrant Shares so
     purchased shall be dated as of the Exercise Date and delivered to the
     Holder hereof within a reasonable time, not exceeding three (3) Trading
     Days after the Exercise Date, and the Holder hereof shall be deemed for all
     purposes to be the Holder of the Warrant Shares so purchased as of the
     Exercise Date and (ii) unless this Warrant has expired, a new Warrant
     representing the number of Warrant Shares, if any, with respect to which
     this Warrant shall not then have been exercised (less any amount thereof
     which shall have been canceled in payment or partial payment of the Warrant
     Price as hereinabove provided) shall also be issued to the Holder hereof at
     the Issuer's expense within such time.

     (d) Transferability of Warrant. Subject to Section 3(f), this Warrant may
     be transferred by a Holder without the consent of the Issuer. If
     transferred pursuant to this paragraph and subject to the provisions of
     subsection (f) of this Section 3, this Warrant may be transferred on the
     books of the Issuer by the Holder hereof in person or by duly authorized
     attorney, upon surrender of this Warrant at the principal office of the
     Issuer, properly endorsed (by the Holder executing an assignment in the
     form attached hereto) and upon payment of any necessary transfer tax or
     other governmental charge imposed upon such transfer. This Warrant is
     exchangeable at the principal office of the Issuer for Warrants for the
     purchase of the same aggregate number of Warrant Shares, each new Warrant
     to represent the right to purchase such number of Warrant Shares as the
     Holder hereof shall designate at the time of such exchange. All Warrants
     issued on transfers or exchanges shall be dated the Original Issue Date and
     shall be identical with this Warrant except as to the number of Warrant
     Shares issuable pursuant hereto.

<PAGE>

     (e) Continuing Rights of Holder. The Issuer will, at the time of or at any
     time after each exercise of this Warrant, upon the request of the Holder
     hereof, acknowledge in writing the extent, if any, of its continuing
     obligation to afford to such Holder all rights to which such Holder shall
     continue to be entitled after such exercise in accordance with the terms of
     this Warrant, provided that if any such Holder shall fail to make any such
     request, the failure shall not affect the continuing obligation of the
     Issuer to afford such rights to such Holder.

         (f) Compliance with Securities Laws.

     (i) The Holder of this Warrant, by acceptance hereof, acknowledges that
     this Warrant or the Warrant Shares to be issued upon exercise hereof are
     being acquired solely for the Holder's own account and not as a nominee for
     any other party, and for investment, and that the Holder will not offer,
     sell or otherwise dispose of this Warrant or any Warrant Shares to be
     issued upon exercise hereof except pursuant to an effective registration
     statement, or an exemption from registration, under the Securities Act and
     any applicable state securities laws.

     (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates representing Warrant Shares issued upon exercise hereof shall
     be stamped or imprinted with a legend in substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR HIENERGY
                  TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS
                  COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED.

     (iii) The restrictions imposed by this subsection (f) upon the transfer of
     this Warrant or the Warrant Shares to be purchased upon exercise hereof
     shall terminate (A) when such securities shall have been resold pursuant to
     an effective registration statement under the Securities Act, (B) upon the
     Issuer's receipt of an opinion of counsel, in form and substance reasonably
     satisfactory to the Issuer, addressed to the Issuer to the effect that such
     restrictions are no longer required to ensure compliance with the
     Securities Act and state securities laws or (C) upon the Issuer's receipt
     of other evidence reasonably satisfactory to the Issuer that such
     registration and qualification under the Securities Act and state
     securities laws are not required. Whenever such restrictions shall cease
     and terminate as to any such securities, the Holder thereof shall be
     entitled to receive from the Issuer (or its transfer agent and registrar),
     without expense (other than applicable transfer taxes, if any), new
     Warrants (or, in the case of Warrant Shares, new stock certificates) of
     like tenor not bearing the applicable legend required by paragraph (ii)
     above relating to the Securities Act and state securities laws.

<PAGE>

4. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all Warrant Shares which may be issued upon the exercise of this
Warrant or any shares of capital stock otherwise issuable hereunder will, upon
issuance, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges created by, through or under Issuer.

         (b) Reservation. The Issuer covenants and agrees that during the period
within which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will, upon
notice from the Holder of such requirement, in good faith use its best efforts
as expeditiously as possible at its expense to cause such shares to be duly
registered or qualified. If the Issuer shall list any shares of Common Stock on
any securities exchange or market it will, at its expense, list thereon,
maintain and increase when necessary such listing, of, all Warrant Shares from
time to time issued upon exercise of this Warrant or as otherwise provided
hereunder, and, to the extent permissible under the applicable securities
exchange rules, all unissued Warrant Shares which are at any time issuable
hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
will also so list on each securities exchange or market, and will maintain such
listing of, any other securities which the Holder of this Warrant shall be
entitled to receive upon the exercise of this Warrant if at the time any
securities of the same class shall be listed on such securities exchange or
market by the Issuer.

         (c) Covenants. The Issuer shall not by any action, including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

<PAGE>

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

5. Adjustment of Warrant Price and Warrant Share Number. The number of shares of
Common Stock for which this Warrant is exercisable, and the price at which such
shares may be purchased upon exercise of this Warrant, shall be subject to
adjustment from time to time as set forth in this Section 5. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 5 in accordance with Section 6.

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
     any of the following (each, a "Triggering Event"): (a) consolidate with or
     merge into any other Person and the Issuer shall not be the continuing or
     surviving corporation of such consolidation or merger, or (b) permit any
     other Person to consolidate with or merge into the Issuer and the Issuer
     shall be the continuing or surviving Person but, in connection with such
     consolidation or merger, any Capital Stock of the Issuer shall be changed
     into or exchanged for Securities of any other Person or cash or any other
     property, or (c) transfer all or substantially all of its properties or
     assets to any other Person, or (d) effect a capital reorganization or
     reclassification of its Capital Stock, then, and in the case of each such
     Triggering Event, proper provision shall be made so that, upon the basis
     and the terms and in the manner provided in this Warrant, the Holder of
     this Warrant shall be entitled upon the exercise hereof at any time after
     the consummation of such Triggering Event, to the extent this Warrant is
     not exercised prior to such Triggering Event, to receive at the Warrant
     Price in effect at the time immediately prior to the consummation of such
     Triggering Event in lieu of the Common Stock issuable upon such exercise of
     this Warrant prior to such Triggering Event, the Securities, cash and
     property to which such Holder would have been entitled upon the
     consummation of such Triggering Event if such Holder had exercised the
     rights represented by this Warrant immediately prior thereto, subject to
     adjustments (subsequent to such corporate action) as nearly equivalent as
     possible to the adjustments provided for elsewhere in this Section 5.

<PAGE>

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary, the Issuer will not effect any Triggering Event if, prior to
         the consummation thereof, each Person (other than the Issuer) which may
         be required to deliver any Securities, cash or property upon the
         exercise of this Warrant as provided herein shall assume, by written
         instrument delivered to, and reasonably satisfactory to, the Holder of
         this Warrant, (A) the obligations of the Issuer under this Warrant (and
         if the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this
         Warrant) and (B) the obligation to deliver to such Holder such shares
         of Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this
         subsection (a)) shall be applicable to the Securities, cash or property
         which such Person may be required to deliver upon any exercise of this
         Warrant or the exercise of any rights pursuant hereto.

         (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                  (i) take a record of the holders of its Common Stock for the
     purpose of entitling them to receive a dividend payable in, or other
     distribution of, shares of Common Stock,

                  (ii) subdivide its outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or

                  (iii) combine its outstanding shares of Common Stock into a
     smaller number of shares of Common Stock,

              then (1) the number of shares of Common Stock for which this
Warrant is exercisable immediately after the occurrence of any such event shall
be adjusted to equal the number of shares of Common Stock which a record holder
of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and (2) the Warrant Price
then in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

<PAGE>

         (c) Issuance of New Shares at Lower Price. If the Issuer, at any time
prior to January 15, 2005, shall issue any New Shares at a price per New Share
less than the Warrant Price in effect at the time of such issuance, then the
Warrant Price upon each such issuance shall be adjusted to equal such price per
New Share (rounded to the nearest cent).

         (d) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (e) Escrow of Warrant Shares. If after any property becomes
distributable pursuant to this Section 5 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

6. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number
shall be adjusted pursuant to Section 5 hereof (for purposes of this Section 6,
each an "adjustment"), the Issuer shall cause its Chief Financial Officer to
prepare and execute a certificate setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board made any determination hereunder), and the Warrant Price and Warrant Share
Number after giving effect to such adjustment, and shall cause copies of such
certificate to be delivered to the Holder of this Warrant promptly after each
adjustment. Any dispute between the Issuer and the Holder of this Warrant with
respect to the matters set forth in such certificate may at the option of the
Holder of this Warrant be submitted to one of the national accounting firms
currently known as the "big five" selected by the Holder, provided that the
Issuer shall have ten (10) days after receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select
another such firm and the Issuer shall have no such right of objection. The firm
selected by the Holder of this Warrant as provided in the preceding sentence
shall be instructed to deliver a written opinion as to such matters to the
Issuer and such Holder within thirty (30) days after submission to it of such
dispute. Such opinion shall be final and binding on the parties hereto.

7. Fractional Shares. No fractional Warrant Shares will be issued in connection
with and exercise hereof, but in lieu of such fractional shares, the Issuer
shall make a cash payment therefore equal in amount to the product of the
applicable fraction multiplied by the Per Share Market Value then in effect.

<PAGE>

8. Call. Notwithstanding anything herein to the contrary, commencing any time
during the effectiveness of the registration statement registering the Warrant
Shares, the Issuer, at its option, may call up to one hundred percent (100%) of
this Warrant if the Per Share Market Value of the Common Stock has been equal to
or greater than $2.50 per share for a period of five (5) consecutive Trading
Days immediately prior to the date of delivery of the Call Notice (a "Call
Notice Period") by providing the Holder of this Warrant written notice pursuant
to Section 13 (the "Call Notice"). The rights and privileges granted pursuant to
this Warrant with respect to the Warrant Shares subject to the Call Notice (the
"Called Warrant Shares") shall expire on the twentieth (20th) day after the
Holder receives the Call Notice (the "Early Termination Date") if this Warrant
is not exercised with respect to such Called Warrant Shares prior to such Early
Termination Date. In the event this Warrant is not exercised with respect to the
Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i)
$.01 per Called Warrant Share and (ii) a new Warrant representing the number of
Warrant Shares, if any, which shall not have been subject to the Call Notice
upon the Holder tendering to the Issuer the applicable Warrant certificate.

9. Ownership Cap and Certain Exercise Restrictions.

         (a) Notwithstanding anything to the contrary set forth in this Warrant,
at no time may a holder of this Warrant exercise this Warrant if the number of
shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock owned by such holder at such
time, the number of shares of Common Stock which would result in such holder
owning more than 4.999% of all of the Common Stock outstanding at such time;
provided, however, that upon a holder of this Warrant providing the Issuer with
sixty-one (61) days notice (pursuant to Section 13 hereof) (the "Waiver Notice")
that such holder would like to waive this Section 9(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 9(a)
will be of no force or effect with regard to all or a portion of the Warrant
referenced in the Waiver Notice; provided, further, that this provision shall be
of no further force or effect during the sixty-one (61) days immediately
preceding the expiration of the term of this Warrant; provided, further, that
the Holder shall be entitled to waive this provision immediately in connection
with the exercise of this Warrant with respect to Called Warrant Shares.

         (b) The Holder may not exercise the Warrant hereunder to the extent
such exercise would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon exercise of the Warrant held by the Holder after
application of this Section; provided, however, that upon a holder of this
Warrant providing the Company with a Waiver Notice that such holder would like
to waive this Section 9(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 9(b) shall be of no force
or effect with regard to those Warrant Shares referenced in the Waiver Notice;
provided, further, that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of this Warrant; provided, further, that the Holder shall be entitled to waive
this provision immediately in connection with the exercise of this Warrant with
respect to Called Warrant Shares.

<PAGE>

10. Other Notices. In case at any time:

         (a) the Issuer shall make any distributions to the holders of Common
Stock; or

         (b) the Issuer shall authorize the granting to all holders of its
Common Stock of rights to subscribe for or purchase any shares of Capital Stock
of any class or other rights; or

         (c) there shall be any reclassification of the Capital Stock of the
Issuer; or

         (d) there shall be any capital reorganization by the Issuer; or

         (e) there shall be any (i) consolidation or merger involving the Issuer
or (ii) sale, transfer or other disposition of all or substantially all of the
Issuer's property, assets or business (except a merger or other reorganization
in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or

         (f) there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Issuer or any partial liquidation of the Issuer or
distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than twenty (20) days
prior to the record date or the date on which the Issuer's transfer books are
closed in respect thereto. The Holder shall have the right to send two (2)
representatives selected by it to each meeting, who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Common Stock.

<PAGE>

11. Amendment and Waiver. Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by a
written instrument or written instruments executed by the Issuer and the
Majority Holders; provided, however, that no such amendment or waiver shall
reduce the Warrant Share Number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this
Section 11 except with the consent of the Holder of this Warrant or pursuant to
this Warrant Agreement.

12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.

13. Notices. All notices, requests, consents or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice prior to 5:00 p.m., eastern
time, on a Business Day, or if not, then on the next Business Day, (ii) the
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service specifying next-day delivery with verification of
delivery or (iii) actual receipt by the party to whom such notice is required to
be given. The addresses for such communications shall be at the relevant
Holder's last known address or facsimile number appearing on the books of the
Issuer maintained for such purposes, or with respect to the Issuer, addressed
to:

         HiEnergy Technologies, Inc.
         1601B Alton Parkway
         Irvine, California 92606
         Attention: Chief Executive Officer
         Tel. No.: (949) 757-0855
         Fax No.: (949) 757-1477

with a copy to:

         Yocca Patch & Yocca, LLP
         19900 MacArthur Blvd, Suite 650
         Irvine, CA 92618
         Attention: Nicholas Yocca, Esq.
         Tel No.: (949) 253-0800
         Fax No.: (949) 253-0870

Copies of notices to the Holder shall be sent to the attorney indicated in the
signature pages to this Warrant. Any party hereto may from time to time change
its or its attorney's address for notices by giving at least ten (10) days
written notice of such changed address to the other party hereto.

<PAGE>

14. Warrant Transfer Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent or more than one agent having an office in New
York, New York for the purpose of being directly involved with Holder in respect
to issuing Warrant Shares upon the exercise of this Warrant pursuant to
subsection (b) of Section 3 hereof, transferring or exchanging this Warrant or
any Warrant Certificate pursuant to subsection (d) of Section 3 hereof or
replacing this Warrant or any Warrant Certificate pursuant to subsection (d) of
Section 4 hereof, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent or agents, as designated from time to time by the Issuer.

15. Remedies. The Issuer stipulates that the remedies at law of the Holder of
this Warrant in the event of any default or threatened default by the Issuer in
the performance of or compliance with any of the terms of this Warrant, and the
Holder likewise stipulates that the remedies at law of the Issuer, are not and
will not be adequate and that, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein, interim relief, or by an injunction for
performance or against a violation of any of the terms hereof. This Warrant is
acquired by the Holder pursuant to and subject to the terms of the Purchase
Agreement.

16. Successors and Assigns. All respective rights, powers and privileges and
respective obligations evidenced by this Warrant shall inure to the benefit of
and be binding upon the Issuer and only the registered successors and registered
assigns of the Holder hereof and (to the extent provided herein) the Holders of
Warrant Shares issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Shares.

17. Modification and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or agency.
If any such provision is not enforceable as set forth in the preceding sentence,
the unenforceability of such provision shall not affect the other provisions of
this Warrant, but this Warrant shall be construed as if such unenforceable
provision had never been contained herein.

18. Headings. The headings of the Sections of this Warrant are for convenience
of reference only and shall not, for any purpose, be deemed to modify any other
term or provision of this Agreement.



[SIGNATURE PAGE FOLLOWS]


<PAGE>


         IN WITNESS WHEREOF, the Issuer has executed this Warrant to Purchase
Shares of Common Stock of HiEnergy Technologies, Inc., Warrant No. W-___, as of
the date first above written.



HIENERGY TECHNOLOGIES, INC.


By:
    ----------------------------------------
Name: Dr. Bogdan C. Maglich
Title: Chief Executive Officer


<PAGE>


                                   SCHEDULE A

(ACCURATE ONLY AS OF THE DATE OF THE DATE FIRST SET FORTH ABOVE, AND SUBJECT TO
FUTURE CHANGES IN THE REGISTERED HOLDER AS LISTED ABOVE AND SUCCESSORS AND
ASSIGNS REGISTERED PURSUANT TO THE WARRANT.)



REGISTERED HOLDER                           COPY TO
-----------------                           -------












<PAGE>

                           HIENERGY TECHNOLOGIES, INC.

                                  EXERCISE FORM

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase ________ shares of Common Stock of HiEnergy
Technologies, Inc. covered by the within Warrant.


Dated: _________________

Signature: ___________________________

Address: _____________________

         ---------------------

         ---------------------


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated: _________________

Signature: ___________________________

Address: _____________________

         ---------------------

         ---------------------


                             PARTIAL ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ Warrant Shares evidenced by
the within Warrant together with all rights therein, and does irrevocably
constitute and appoint ___________________, attorney, to transfer that part of
the said Warrant on the books of the within named corporation.


Dated: _________________

Signature: ___________________________

Address: _____________________

         ---------------------

         ---------------------




</TEXT>
</DOCUMENT>
