EXHIBIT 10.106

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 March ____, 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) 200,000 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"); (b) a warrant (W-____) to
purchase 100,000 shares of the Company's authorized and previously unissued
common stock, par value $0.001 per share, at a purchase price of $0.75 per share
for a term ending five (5) years from the date of the Agreement ; (c) a warrant
(W-___) to purchase 100,000 shares of the Company's authorized and previously
unissued common stock, par value $0.001 per share, at a purchase price of $1.00
per share for a term ending five (5) years from the date of the Agreement; and
(d) a warrant (W-___) to purchase 100,000 shares of the Company's authorized and
previously unissued common stock, par value $0.001 per share, at a purchase
price of $1.25 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.


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      (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 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
      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).


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      (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
      March 30, 2005, there were ______________ 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 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;


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            (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;

            (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;


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

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

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

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

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

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

4. Payment. The parties are entering into the Escrow Agreement attached as
Exhibit A (the "Escrow Agreement"), and the Purchaser will wire funds prior to
the Closing Day to the Escrow Agent, as defined in the Escrow Agreement. The
Seller shall notify its transfer agent within one (1) Trading Day thereafter to
deliver the Shares to the Purchaser. On the Closing Day: (x) the Company will
deliver or cause to be delivered to the Purchaser a Warrant and a duly executed
stock certificate representing the number of Shares set forth herein; and (y)
the Escrow Agent will deliver to the Company an amount in United States dollars
equal to the full Purchase Price, via check or wire transfer of immediately
available funds to an account designated in writing by the Company for such
purpose less any out-of-pocket costs. The Seller and Purchaser may mutually
waive their participation in the Escrow Agreement if they so desire.

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 Warrant, and remains effective to
April 30, 2006, or any earlier date when all the Shares and the shares of Common
Stock issuable upon conversion of the Warrant are or may be sold under Rule 144.
If the Company has not caused the shares to become registered by October 31,
2005 and the Holder continues to hold the Shares and the Warrant, the Company
will pay a penalty representing a number of securities equal to two percent (2%)


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of the Securities originally purchased. Thereafter, the Holder shall be entitled
to receive the same penalty on the last day for each calendar month the Company
has not caused the Shares to become registered. 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
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: Secretary
                        Tel. No.: (949) 757-0855
                        Fax No.: (949) 757-1477


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


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

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


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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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