HIENERGY TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.69
<SEQUENCE>13
<FILENAME>ex10_69.txt
<TEXT>
                                  EXHIBIT 10.69

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 28, 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 One  Hundred  and  Eighty-  Five
                  Thousand  Dollars  ($185,000) 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 or
                  accrued  interest  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
                  120-day warrant to purchase Common Stock in substantially  the
                  form attached  hereto as Attachment B (the "120-day  Warrant")
                  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 equal to the
                  Minimum  Purchase  Price;  (c) a 1-year  warrant  to  purchase
                  Common  Stock in  substantially  the form  attached  hereto as
                  Attachment B (the "1-year  Warrant") 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 equal to
                  the Minimum  Purchase Price; (d) a 240-day warrant to purchase
                  Common  Stock in  substantially  the form  attached  hereto as
                  Attachment B (the "240-day Warrant") 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 equal to
                  the sum paid by the Purchaser to exercise the 120-day  warrant
                  mentioned  in clause (b) above;  and (e) a 180-day  warrant to
                  purchase  Common  Stock in  substantially  the  form  attached
                  hereto as Attachment B (the "180-day Warrant") 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  equal to the  Minimum
                  Purchase Price.



                                       1
<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 Four Hundred Thousand  Dollars  ($400,000) (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 or
         accrued  interest 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 120-day warrant to purchase Common Stock in
         substantially  the form  attached  hereto as Attachment B (the "120-day
         Warrant") 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 equal to the Additional Purchase
         Price;  (c) a 1-year warrant to purchase Common Stock in  substantially
         the form attached hereto as Attachment B (the "1-year Warrant") 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; and (d) 240-day warrant to
         purchase  Common Stock in  substantially  the form  attached  hereto as
         Attachment B (the "240-day  Warrant")  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  equal to the sum paid by the
         Purchaser  to exercise  the  120-day  warrant  mentioned  in clause (b)
         above.

                  "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.

                  "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."



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<PAGE>

                  (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  third  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 third
         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 either in cash by check or by wire
         transfer,  or by  cancellation of debt owed or assigned to Purchaser or
         Purchaser's  heirs or legally  permitted  successors  and  assigns,  in
         either case  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.

         (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


                                       3
<PAGE>

         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.

         (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 December 12, 2003, there were 31,218,611  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.



                                       4
<PAGE>

         (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;

                  (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.



                                       5
<PAGE>

                  (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;

                  (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.



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<PAGE>

4. PAYMENT.  The Purchaser has paid the Minimum  Purchase  Price and may pay the
Additional Purchase Price by delivery to the Company within two (2) Trading Days
hereof an  amount in United  States  dollars  equal to the  Additional  Purchase
Price,  via check or wire transfer of immediately  available funds to an account
designated  in writing by the  Company  for such  purpose or by  delivery  of an
instrument  of  cancellation  or a  surrender  of  any  note  or  instrument  of
indebtedness  signed by the Seller.  The Seller shall within one (1) Trading Day
thereafter  deliver the Note to the  Purchaser.  On the Closing Day, the Company
will deliver or cause to be delivered to the  Purchaser all of the duly executed
Notes and Warrants.

5.  REGISTRATION  RIGHTS.  The Company shall use its good faith efforts to cause
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 to
become  and remain  effective  from time to time but not less than the amount of
time that everyone  receives and the  obligation  ceases on 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.

6. INTENTIONALLY OMITTED.

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.

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:



                                       7
<PAGE>

                           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]



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<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/ N. J. Yocca
                                      ---------------------------------------
                                  Name: Nicholas J. Yocca
                                  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.:__________________________




                                       9
<PAGE>
                                 Exhibit 10.69

                                  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

$ _____________                                                ___________, 2004
Irvine, California

         HiEnergy  Technologies,  Inc., a Delaware  corporation  ("Maker"),  for
value received,  hereby promises to pay  ___________,  or order  ("Holder"),  at
__________________  , or at such other place as designated in writing by Holder,
the  principal  sum of  ___________________  Thousand  Dollars  ($______),  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,  _________,  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").

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



                                       1
<PAGE>

                  (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.


                                       2
<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
New York.

         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.



                                       3
<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  Holder's  receipt 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

                                       4
<PAGE>

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 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.


12. Ownership Cap and Certain Conversion Restrictions.

         Notwithstanding  any  other  provision  hereof  or of the  Amended  and
Restated  Note  Purchase  Agreement  dated as of January  28,  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,  or (iii)  after the  Maturity  Date or any  notice of
prepayment) 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.



                                       5
<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  (949)______,  Attn:  Bogdan  C.
Maglich,  Chairman.  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


                                       6
<PAGE>


                                  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: ____________

Holder: _________________________
Warrant No.: W-_____
Number of Warrant Shares: __________
Exercise Price: $___ per Warrant Share
Date of Issuance: __________, 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.

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


<PAGE>

         "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.

         "Effectiveness Date" means the date the Registration  Statement is just
declared effective by the SEC.

         "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.


<PAGE>

         "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.

         "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  28 , 2004  between  the Issuer and the  original
Holder.

         "Registration  Statement" means the registration statement on Form SB-2
or another  available  form  registering  the Warrant  Shares.  as  described in
Section 5 of the Purchase Agreement.

         "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.


<PAGE>

         "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.

         "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 the date hereof and shall expire at 5:00 p.m.,  Eastern
Standard Time, on the date that is ________________ afterward (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.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) by facsimile  transmission  (followed by delivery
of the originals) at the principal  office of the Issuer,  and by the payment in
full to the Issuer of an amount of consideration  therefore 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 (a) by wire
transfer of same-day or next-day U.S. dollar denominated funds to the account of
the Issuer at a financial institution designated from time to time by the Issuer
pursuant to the Purchase  Agreement or (b) the  cancellation of any indebtedness
of principal  or interest  then owed by the Company to the Holder ) by facsimile
transmission (followed by delivery of the originals) .

         (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.

         (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.


<PAGE>

         (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.,
other than resale restrictions under the federal or state securities laws.

         (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.

Intentionally Omitted.


<PAGE>

         (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  therefor  equal in  amount  to the  product  of the
applicable fraction multiplied by the Per Share Market Value then in effect.

8. Call.  Notwithstanding  anything herein to the contrary,  commencing any time
during the effectiveness of the registration  statement  registering the Warrant
SharesRegistration  Statement,  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

<PAGE>

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.

10. Other Notices. In case at any time:


<PAGE>

         (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.

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.


<PAGE>

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:

         Richardson & Patel, LLP
         Attention: Nimish P. Patel, Esq.
                    10900 Wilshire Blvd. Suite 500
                    Los Angeles, CA 90024
         Tel No.:  (310) 208-1132
         Fax No.:  (310) 208-1154

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.

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.


<PAGE>

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.

<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>
