EXHIBIT 4.4

THIS  WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER THE U.S. SECURITIES ACT OF 1933
("ACT"),  AS  AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED
FOR  SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT  WITH  RESPECT  TO THE SECURITIES UNDER SUCH ACT OR LAWS OR AN OPINION OF
COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT SUCH REGISTRATION IS NOT REQUIRED.

         _______________________________________________________________

                               WARRANT CERTIFICATE
         _______________________________________________________________

NUMBER  OF  WARRANTS:  150,000                           CERTIFICATE NO.    1
                                                                          ------


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           HIENERGY TECHNOLOGIES, INC.

Void after May 31, 2005

This  certifies that RHEAL COTE (the "Holder") is entitled, subject to the terms
set forth below, to purchase from HiEnergy Technologies, Inc. (the "Company"), a
Washington  corporation,  150,000  shares  of  the  common  stock of the Company
("Common Stock") from the date of this Warrant ("Warrant Commencement Date"), as
such  Common  Stock  is  constituted  on  the  Warrant  Commencement  Date, upon
surrender  of  this Certificate at the principal office of the Company (referred
to below), together with the attached Notice of Exercise form duly executed, and
with  simultaneous payment in lawful money of the United States, or otherwise as
provided below, in an amount equal to the Exercise Price as set forth in Section
2 below. The number, character and Exercise Price of such shares of Common Stock
are  subject  to adjustment as provided below. The term "Warrant" as used herein
shall  include this Warrant, which is one of a series of warrants issued for the
Common  Stock  of  the  Company,  and  any warrants delivered in substitution or
exchange  therefor  as  provided  below.

1.   Term of Warrant. Subject to the terms and conditions set forth herein, this
     Warrant shall be exercisable, in whole or in part, during the term ("Term")
     commencing  on  the  Warrant  Commencement Date and ending at 5:00 p.m, Los
     Angeles  time,  on  May  31,  2005  ("Expiration  Date")  and shall be void
     thereafter.  In  the  event  the  Company  files a preliminary registration
     statement or prospectus with the U.S. Securities and Exchange Commission or
     other  securities regulator in the jurisdiction where the offering is being
     made,  for the purposes of registering or qualifying an underwritten public
     offering  of  securities of the Issuer for stated proceeds of not less than
     USD  $10,000,000  (before  payment  of  underwriters'  discounts  and
     commissions),  the  Expiration  Date  of  the  Term shall be 5:00 p.m., Los
     Angeles  time,  on  the  day  that  is  30 days following such filing date.


HiEnergy Technologies, Inc - Warrant Certificate                    Page 1 of 6
<PAGE>
2.   Exercise  Price  The  exercise price at which this Warrant may be exercised
     shall be USD $1.00 per share of Common Stock, as adjusted from time to time
     pursuant  to  Section  8  (the  "Exercise  Price").

3.   Exercise  of  Warrant.

     3.1  Method  of  Exercise.  The purchase rights represented by this Warrant
          are  exercisable  by the Holder in whole or in part (such number being
          subject to adjustment as provided in Section 8 below), at any time, or
          from  time  to  time, during the Term by surrender of this Warrant and
          the  annexed Notice of Exercise (duly completed and executed on behalf
          of  the  Holder) at the office of the Company (or such other office or
          agency  of the Company as it may designate by notice in writing to the
          Holder  at  the  address  of  the Holder appearing on the books of the
          Company),  with payment in cash or by check acceptable to the Company,
          of  the  purchase price of the shares of Common Stock to be purchased.
          No  fractional shares or scrip representing fractional shares shall be
          issued  upon  the  exercise of this Warrant. In lieu of any fractional
          share to which the Holder would otherwise be entitled, the Company may
          make  a  cash  payment  equal to the Exercise Price multiplied by such
          fraction.

     3.2  Issuance of Stock Certificates. This Warrant shall be deemed exercised
          immediately  prior  to  the close of business on the date of surrender
          for exercise as provided above, and the person entitled to receive the
          shares  of  Common  Stock issuable upon such exercise shall be treated
          for  all  purposes  as  the  Holder of record of such shares as of the
          close of business on such date. As promptly as practicable on or after
          such  date  and  in  any event within thirty (30) days thereafter, the
          Company  at  its  expense  shall  issue  and  deliver to the person or
          persons entitled to receive the same a certificate or certificates for
          the  number  of  shares  issuable  upon  such  exercise.

4.   Rights of Stockholders. This Warrant shall not entitle its Holder to any of
     the  rights of a stockholder of the Company until, and except to the extent
     that,  this  Warrant  is  exercised.

5.   Replacement  of  Warrant. On receipt of evidence reasonably satisfactory to
     the  Company  of the loss, theft, destruction or mutilation of this Warrant
     and,  in  the  case of loss, theft or destruction, delivery of an indemnity
     agreement  or  indemnity bond reasonably satisfactory in form and substance
     to the Company or, in the case of mutilation, on surrender and cancellation
     of  this  Warrant, the Company at its expense shall execute and deliver, at
     Holder's  expense, in lieu of this Warrant, a new warrant of like tenor and
     amount.

6.   Transfer  of  Warrant;  Holder's  Responsibilities.

     6.1  Transferability  and Negotiability of Warrant. This Warrant may not be
          transferred  or  assigned  either  in  whole  or  in  part.

     6.2  Warrant  Register.  The Company will maintain a register (the "Warrant
          Register")  containing  the  names  and  addresses of all Holders. Any
          Holder  of this Warrant or any portion thereof may change his, her, or
          its  address as shown on the Warrant Register by written notice to the
          Company  requesting  such  change. Any notice or written communication
          required  or  permitted  to be given to the Holder may be delivered or
          given  by  mail to such Holder as shown on the Warrant Register and at
          the  address  shown  on  the  Warrant  Register. Until this Warrant is
          transferred  on the Warrant Register, the Company may treat the Holder
          as shown on the Warrant Register as the absolute owner of this Warrant
          for  all  purposes,  notwithstanding  any  notice  to  the  Company.


HiEnergy Technologies, Inc - Warrant Certificate                     Page 2 of 6
<PAGE>
     6.3  Warrant  Agent.  The  Company  may,  by  written notice to the Holder,
          appoint  an  agent for the purpose of maintaining the Warrant Register
          and  issuing  the  Common Stock or other securities then issuable upon
          the  exercise of this Warrant, exchanging this Warrant, replacing this
          Warrant,  or  any  or  all  of  the  foregoing.  Thereafter,  any such
          registration,  issuance, exchange, or replacement, as the case may be,
          shall  be  made  at  the  office  of  such  agent.

     6.4  Compliance  with  Securities  Laws.  The  Holder  of  this Warrant, by
          acceptance  of the same, acknowledges that this Warrant and the shares
          of  Common  Stock  or  Common  Stock  to  be  issued  upon exercise or
          conversion  are being acquired solely for the Holder's own account and
          not  as  a  nominee  for  any  other party, and not with a view to any
          distribution  thereof  by  the  Holder,  and  that the Holder will not
          offer,  sell  or  otherwise  dispose  of this Warrant or any shares of
          Common  Stock or Common Stock to be issued upon exercise or conversion
          except  pursuant  to  an  effective  registration  statement,  or  an
          exemption  therefrom,  under  the  Act  and  any  applicable  state or
          provincial  securities laws. Upon exercise of this Warrant, the Holder
          shall,  if  requested  by  the  Company, confirm in writing, in a form
          satisfactory to the Company, that the shares of Common Stock or Common
          Stock  so  purchased  are  being  acquired solely for the Holder's own
          account  and  not as a nominee for any other party and not with a view
          toward  distribution.

     6.5  This  Warrant  and  all  shares of Common Stock or Common Stock issued
          upon  exercise  or  conversion  shall  be  stamped or imprinted with a
          legend  in  substantially the following form (in addition to any other
          legend  required  by  state securities laws or deemed advisable by the
          board  of  directors):

          The  securities  represented  by  this  certificate  have  not  been
          registered  under  the Securities Act of 1933 or under the laws of any
          state. The Securities may not be sold or offered for sale, in whole or
          in  part,  in  the  absence  of  an  effective  registration statement
          covering  them  under said Act and applicable state laws unless in the
          opinion  of  counsel  for the holder exemptions from such registration
          are  available,  which opinion shall be subject to the approval of the
          Company  and  its  counsel.

7.   Reservation  of  Stock.  The  Company  covenants  that  during the Term the
     Company  will  reserve  from  its  authorized  and  unissued Common Stock a
     sufficient  number of shares of Common Stock to provide for the issuance of
     Common Stock upon the exercise of this Warrant and, from time to time, will
     take all steps to amend its Articles of Incorporation to provide sufficient
     reserves  of  shares of Common Stock issuable upon exercise of the Warrant.
     The  Company  further  covenants  that  all  shares that may be issued upon
     exercise  of  the  rights  represented  by  this Warrant and payment of the
     Exercise  Price,  all as set forth herein, will be duly authorized, validly
     issued,  fully  paid  and  non-assessable  and will be free from all taxes,
     liens  and  charges  in  respect  of the issue thereof (other than taxes in
     respect  of any transfer occurring contemporaneously or otherwise specified
     herein).  The Company agrees that by issuance of this Warrant it vests full
     authority  in  its  officers  charged  with  the  duty  of  executing stock
     certificates  to execute and issue the necessary certificates for shares of
     Common  Stock  upon  the  exercise  of  this  Warrant.

8.   Adjustments.  The  Exercise  Price and the number of shares of Common Stock
     purchasable  hereunder  are  subject  to  adjustment  from  time to time as
     follows:

     8.1  Merger, Sale of Assets, etc. If at any time while this Warrant, or any
          portion  thereof,  is  outstanding  and unexpired there shall be (i) a
          reorganization  (other  than a combination,


HiEnergy Technologies, Inc - Warrant Certificate                     Page 3 of 6
<PAGE>
          reclassification, exchange or subdivision of shares otherwise provided
          for  herein),  (ii)  a  merger or consolidation of the Company with or
          into  another  corporation  in  which the Company is not the surviving
          entity,  or  a  reverse  triangular merger in which the Company is the
          surviving  entity  but  the  shares  of  the  Company's  capital stock
          outstanding immediately prior to the merger are converted by virtue of
          the  merger  into  other  property, whether in the form of securities,
          cash,  or  otherwise,  or  (iii)  a  sale or transfer of the Company's
          properties  and  assets  as,  or  substantially as, an entirety to any
          other  person,  then,  as  a  part  of  such  reorganization,  merger,
          consolidation,  sale  or  transfer,  lawful provision shall be made so
          that  the  Holder  of  this  Warrant  shall  thereafter be entitled to
          receive  upon  exercise  of  this Warrant, during the period specified
          herein  and  upon  payment  of  the Exercise Price then in effect, the
          number  of  shares  of  stock  or  other securities or property of the
          successor  corporation  resulting  from  such  reorganization, merger,
          consolidation,  sale  or  transfer  that  a  Holder  of  the  shares
          deliverable  upon exercise of this Warrant would have been entitled to
          receive  in  such  reorganization,  consolidation,  merger,  sale  or
          transfer  if  this  Warrant had been exercised immediately before such
          reorganization,  merger,  consolidation, sale or transfer, all subject
          to  further  adjustment  as  provided in this Section 8. The foregoing
          provisions  of  this  Section  8  shall  similarly apply to successive
          reorganizations,  consolidations,  mergers, sales and transfers and to
          the  stock or securities of any other corporation that are at the time
          receivable  upon  the  exercise  of  this  Warrant.  If  the per-share
          consideration  payable to the Holder for shares in connection with any
          such  transfer  is in a form other than cash or marketable securities,
          then the value of such consideration shall be determined in good faith
          by  the  Company's  Board  of  Directors.  In  any  event, appropriate
          adjustment  (as  determined  in  good  faith by the Company's Board of
          Directors)  shall be made in the application of the provisions of this
          Warrant  with  respect to the rights and interests of the Holder after
          the  transaction, to the end that the provisions of this Warrant shall
          be  applicable  after that event, as nearly as reasonably possible, in
          relation  to any shares or other property deliverable after that event
          upon  exercise  of  this  Warrant.

     8.2  Reclassification,  etc.  If,  at  any  time while this Warrant, or any
          portion thereof, remains outstanding and unexpired and the Company, by
          reclassification  of  securities or otherwise, shall change any of the
          securities  as  to which purchase rights under this Warrant exist into
          the  same  or  a  different number of securities of any other class or
          classes,  this Warrant shall thereafter represent the right to acquire
          such  number and kind of securities as would have been issuable as the
          result of such change with respect to the securities that were subject
          to  the  purchase  rights under this Warrant immediately prior to such
          reclassification  or  other  change  and  the Exercise Price therefore
          shall  be appropriately adjusted, all subject to further adjustment as
          provided  in  this  Section  8.

     8.3  Split,  Subdivision  or  Combination  of Shares. If the Company at any
          time  while  this  Warrant  (or  any  portion) remains outstanding and
          unexpired shall split, subdivide or combine the securities as to which
          purchase  rights  under  this Warrant exist into a different number of
          securities  of  the same class, the Exercise Price for such securities
          shall  be  proportionately  decreased  in  the  case  of  a  split  or
          subdivision or proportionately increased in the case of a combination.

     8.4  Adjustments for Dividends in Stock or Other Securities or Property. If
          while  this  Warrant,  or  any portion hereof, remains outstanding and
          unexpired  the  holders  of the securities as to which purchase rights
          under  this  Warrant  exist at the time shall have received, or, on or
          after  the  record  date  fixed  for  the  determination  of  eligible
          Stockholders,  shall  have become entitled to receive, without payment
          therefor,  other  or  additional stock or other securities or property
          (other  than cash) of the Company by way of dividend, then and in each
          case,  this  Warrant shall represent the


HiEnergy Technologies, Inc - Warrant Certificate                     Page 4 of 6
<PAGE>
          right  to acquire, in addition to the number of shares of the security
          available  upon  exercise  of this Warrant, and without payment of any
          additional  consideration  therefor,  the  amount  of  such  other  or
          additional  stock or other securities or Property (other than cash) of
          the  Company  that  such  Holder  would  have held on the date of such
          exercise  had  it been the Holder of record of the security receivable
          upon  exercise  of this Warrant on the date hereof and had thereafter,
          during  the  period  from the date hereof to and including the date of
          such  exercise, retained such shares and/or all other additional stock
          available  by it as aforesaid during such period, giving effect to all
          adjustments  called  for  during such period by the provisions of this
          Section  8.

     8.5  Certificate  as to Adjustments. Upon the occurrence of each adjustment
          or readjustment pursuant to this Section 8, the Company at its expense
          shall  promptly  compute such adjustment or readjustment in accordance
          with  the  terms  hereof  and  furnish to the Holder of this Warrant a
          certificate  setting forth such adjustment or readjustment and showing
          in  detail  the  facts  upon  which such adjustment or readjustment is
          based.  The  Company  shall, upon the written request, at any time, of
          any such Holder, furnish or cause to be furnished to the Holder a like
          certificate  setting  forth:  (i)  such adjustments and readjustments;
          (ii) the Exercise Price at the time in effect; and (iii) the number of
          shares  and  the  amount,  if  any, of other property that at the time
          would  be  received  upon  the  exercise  of  this  Warrant.

     8.6  No Impairment. The Company will not, by any voluntary action, avoid or
          seek  to avoid the observance or performance of any of the terms to be
          observed  or  performed hereunder, but will at all times in good faith
          assist  in the carrying out of all provisions of this Section 8 and in
          the  taking  of  all such action as may be necessary or appropriate in
          order  to  protect  the  rights of the Holders of this Warrant against
          impairment.

9.   Notices.

     9.1  Notice  Generally.  Any  notice,  demand,  request, consent, approval,
          declaration,  delivery  or  communication  to  be made pursuant to the
          provisions of this Agreement shall be sufficiently given or made if in
          writing  and  shall  be  deemed  to have been validly served, given or
          delivered; (i) three (3) days after deposit in the United States mail,
          with  proper  postage  prepaid;  (ii)  when  sent  after  receipt  of
          confirmation  or  answerback  if  sent  by  telex or telecopy or other
          similar  facsimile  transmission;  (iii)  one  (1)  business day after
          deposit  with  a  reputable overnight courier with all charges prepaid
          or;  (iv) when delivered, if hand-delivered by messenger, all of which
          shall  be  properly  addressed to the party to be notified and sent to
          the  address  or  number  indicated  as  follows:

          (a) If to the Holder, at its last known address appearing on the books
          of  the  Company  maintained  for  such  purpose.

          (b) If to the Company at: 10 Mauchly Drive, Irvine, California, 92618.

          or  at  such  other  address  as may be substituted by notice given as
          herein  provided.  The  giving of any required notice may be waived in
          writing  by  the  party  entitled  to  receive  such  notice.

10.  Amendments.  This  Warrant  and  any contained term may be changed, waived,
     discharged  or  terminated  only  by an instrument in writing signed by the
     party  against  whom  enforcement  of  such  change,  waiver,  discharge or
     termination  is  sought. No waiver of, or exception to, any term, condition
     or  provision  of


HiEnergy Technologies, Inc - Warrant Certificate                    Page 5 of 6
<PAGE>
     this  Warrant,  in  any  one  or  more instances, shall be deemed to be, or
     construed as, a further or continuing waiver of any such term, condition or
     provision.

11.  Miscellaneous.

     11.1 Nonwaiver.  No  course  of dealing or any delay or failure to exercise
          any  right  hereunder  on  the  part  of the Holder shall operate as a
          waiver  of  such  right  or  otherwise  prejudice the Holder's rights,
          powers  or  remedies.

     11.2 Severability.  Each  provision of this Warrant shall be interpreted in
          such  manner as to be effective and valid under applicable law. If any
          provision  of this Warrant shall be prohibited by or invalidated under
          applicable  law,  such provision shall be ineffective to the extent of
          such  prohibition or invalidity, without invalidating the remainder of
          such  provision  or  the  remaining  provisions  of  this  Warrant.

     11.3 Headings.  The  headings  used  in this Warrant are for convenience of
          reference  only  and  shall  not, for any purpose, be deemed a part of
          this  Warrant.

     11.4 Governing Law. This Warrant shall be governed by the laws of the State
          of  Washington  without  regard  to the provisions thereof relating to
          conflict  of  laws.

IN  WITNESS  WHEREOF, HiEnergy Technologies, Inc., has caused this Warrant to be
executed  by  its  duly  authorized  officers.

Dated:            6-3-02
       -----------------------------

       HIENERGY  TECHNOLOGIES,  INC.

       By:      /s/  Barry  Alter
          ----------------------------------------
          Barry  Alter,  Chief  Executive  Officer

       Attest:

            /s/  Michal  Levy
       -------------------------------------------
       Michal  Levy,  Secretary




HiEnergy Technologies, Inc - Warrant Certificate                    Page 6 of 6
<PAGE>
                               NOTICE OF EXERCISE

To:  HiEnergy  Technologies,  Inc.

     (1)  The  undersigned  hereby  elects to purchase _______________ shares of
          the  Common  Stock  of  HiEnergy  Technologies,  Inc. (the "Company"),
          pursuant  to the terms of the attached Warrant, tendering simultaneous
          full  payment  of  the  purchase  price  for  such  shares.

     (2)  In  exercising  this  Warrant,  the  undersigned  hereby  confirms and
          acknowledges  that:

          a)   the  shares  of Common Stock to be issued upon exercise are being
               acquired  solely  for the account of the undersigned and not as a
               nominee  for  any  other  party;  and

          b)   the  shares  of  Common  Stock to be issued upon exercise are not
               acquired  with  a  view  toward  distribution;  and

          c)   the  undersigned  is  an  "accredited  investor"  as that term is
               defined  in  Rule 501 of Regulation D under the Securities Act of
               1933,  as amended, and as provided in the Subscription Agreement;
               and

          d)   the  undersigned will not offer, sell or otherwise dispose of any
               such  shares  of  Common  Stock  except  pursuant to an effective
               registration, or an exemption therefrom, under the Securities Act
               of  1933, as amended, together with a similar exemption under the
               securities  laws  of  all  applicable  jurisdictions;  and

          e)   the  undersigned  otherwise  reaffirms  all  representations,
               warranties,  and  indemnifications  contained  in  the  Warrant
               Certificate  and  Subscription  Agreement,  including,  but  not
               limited  to,  those  contained  in  Section  6  of  the  Warrant
               Certificate;  and

          f)   the undersigned has reviewed all of Company's public filings with
               the  Securities  and  Exchange  Commission;  and

          g)   the  undersigned  consents  to  delay the exercise of the Warrant
               until,  in  the Company's judgment, the Company has disclosed any
               additional  matters that need to be disclosed to the undersigned,
               beyond  those contained in the public filings with the Securities
               and  Exchange  Commission.

     (3)  Subject  to  Section  (2),  please issue a certificate or certificates
          representing  said  shares  of  Common  Stock  in  the  name  of  the
          undersigned.

     (4)  Please issue a new Warrant for the unexercised portion of the attached
          Warrant  in  the  name  of  the  undersigned.

This ________ day of, __________, ____:


______________________________________
Signature


______________________________________
Print  Name  of  Signatory


______________________________________
Name  of  Entity  (if  applicable)


<PAGE>