EXHIBIT 10.123

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.


                            STOCK PURCHASE AGREEMENT


      This STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is dated July 26, 2005
between the purchaser  identified on the signature  page hereto and any assignee
of such person (the "Purchaser"),  and HiEnergy  Technologies,  Inc., a Delaware
corporation (the "Company").

1. Purchase and Sale. Purchaser agrees to buy and the Company agrees to sell and
issue to  Purchaser,  for an  aggregate  purchase  price of  ___________________
($_________)  in cash (the "Purchase  Price"):  (a)  ____________  shares of the
Company's  authorized and previously  unissued  common stock at $0.45 per share,
par value $0.001 per share (the "Common  Stock");  and (b) a warrant (W-____) to
purchase  __________  [100%  coverage]  shares of the Company's  authorized  and
previously  unissued  common  stock,  par value $0.001 per share,  at a purchase
price of $0.45 per share for a term  ending  five (5) years from the date of the
Agreement (each a "Warrant" and collectively "Warrants").  The Shares, Warrants,
and any shares of common  stock  issuable  upon  exercise of the  Warrants,  are
herein collectively called the "Securities".

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


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      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 therefore may be brought.

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

      (d)  Issuance  of the  Securities.  The Shares 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
      exercise of the Warrants,  when paid for in  accordance  with the terms of
      each 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 20,000,000  shares of Preferred  Stock, par value $.001. As of
      April 30, 2005, there were 46,129,327 shares of Common Stock and no shares


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      of Preferred  Stock  outstanding.  The Company has a sufficient  amount of
      authorized  and unissued  shares of Common Stock to reserve for  issuance,
      under  this  Agreement  and the  Warrants,  the  maximum  number of shares
      issuable thereunder initially.

3.  Representations  and  Warranties  of the  Purchaser.  The  Purchaser  hereby
represents and warrants to the Company as follows:

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

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

      (c) Investment Representations.

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

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

            (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 Stock Purchase Agreement;


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

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

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

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

            (vii) By executing  this Stock  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;


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

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

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

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

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

4.  Payment.  The Purchaser  will wire funds equal to the Purchase  Price to the
Seller,  whereupon  the Seller shall  notify its  transfer  agent within one (1)
Trading Day  thereafter  to deliver the Shares to the  Purchaser.  On the day of
closing (the "Closing  Day"),  the Company will deliver or cause to be delivered
to the Purchaser Warrants and a duly executed stock certificate representing the
number of Shares set forth herein.

5.  Registration  Rights.  The  Company  shall use its best  efforts  to cause a
Registration  Statement on Form SB-2 that  includes the Shares and the shares of
Common  Stock  issuable  upon  conversion  of the  Warrants  (the  "Registration
Statement"), and remains effective until all the Shares and the shares of Common
Stock  issuable  upon  conversion  of the Warrants are or may be sold under Rule
144. If the Company has not filed a  Registration  Statement  which includes the
Shares and the shares of Common Stock  issuable upon  conversion of the Warrants
within one hundred and eighty (180) days from the date of the Agreement, and the
Holder  continues  to hold the Shares and the  Warrants,  the Company will pay a
penalty  representing  a number of  securities  equal to two percent (2%) of the
Securities  originally  purchased.  Thereafter,  the Holder shall be entitled to
receive the same penalty on the last day for each  calendar  month (and pro-rata
for each  partial  month)  the  Company  has not  caused  the  Shares  to become
registered.  All  of  such  penalty  shares  shall  also  be  registered  in the
Registration  Statement.  In addition, no such payment is due to the extent such
payment  causes the total  amount  payable  for  failure to obtain an  effective
registration  statement to exceed the amount permitted by law. It is the express
intention of the parties that at all times they shall comply with all applicable
laws,  including usury laws. This Agreement shall  automatically  be modified to
the extent necessary to achieve that purpose.

6. 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


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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.

7. 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. No provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and Purchaser.

8.  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.

9. 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,  with a copy
to the Purchaser's legal counsel, if designated by Purchaser, or with respect to
the Issuer, addressed to:

                          HiEnergy Technologies, Inc.
                          1601B Alton Parkway
                          Irvine, California 92606
                          Attention: Corporate Secretary
                          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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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Stock  Purchase
Agreement to be duly executed by their respective  authorized  signatories as of
the date first indicated above.

                              COMPANY:
                              HIENERGY TECHNOLOGIES, INC.


                              By:
                                 -----------------------------------------------
                                 Bogdan C. Maglich
                                 Chairman, Chief Executive Officer and Treasurer

                              PURCHASER:


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


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                                   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  Stock  Purchase  Agreement  hereby  assigns  and
transfers  unto  ________________________  the rights,  titles and  interests of
Purchaser  under the within Stock  Purchase  Agreement and all rights  evidenced
thereby and does  irrevocably  constitute and appoint  ________________________,
attorney,  to transfer the Shares and Warrant  W-____ on the books of the within
named corporation.


Dated:           _____________________________________________________

Assignor Name:   _____________________________________________________

Signature:       _____________________________________________________

Address:         _____________________________________________________
                 _____________________________________________________
                 _____________________________________________________

Tax ID. No.:     _____________________________________________________

Assignee Name:   _____________________________________________________

Address:         _____________________________________________________
                 _____________________________________________________
                 _____________________________________________________

Tax ID. No.:     _____________________________________________________


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