EXHIBIT 10.112

                           HIENERGY TECHNOLOGIES, INC.

                            DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into as of
the 13th day of May, 2005, by and between HIENERGY TECHNOLOGIES, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Company") and Nicholas J. Yocca (the "Lender").

                                    RECITALS

      WHEREAS, the Company is engaged in the research and development of
proprietary, neutron-based, "stoichiometric" sensor devices;

      WHEREAS, the Lender has made several bridge loans to the Company to assist
it during a period of severe financial need, as evidenced by the delivery by the
Company to the Lender of one (1) unsecured promissory notes in the aggregate
face amount of Fourteen Thousand Dollars ($14,000), each being due on demand and
bearing interest at the rate of five percent (5%) simple interest per annum
(collectively, the "Bridge Note");

      WHEREAS, inasmuch as the Company is unable to repay the indebtedness
represented by the Bridge Note in cash at this time, the Lender has agreed to
accept in lieu thereof 32,820 shares of the Company's common stock having a par
value of $0.001 per share (the "Shares"); and the Company's Board of Directors
has agreed to issue such Shares to the Lender in full satisfaction of such
indebtedness, in each case, subject to the terms of this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
promises and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

1.    Company Obligations. On and as of the date on which both parties execute
      this Agreement (the "Effective Date"), the Company will issue to the
      Lender a stock certificate evidencing the Lender's ownership of thirty two
      thousand, eight hundred and twenty (32,820) Shares, at a purchase price of
      Forty-Five Cents ($0.45) per Share in full satisfaction and discharge of
      all indebtedness owed to the Lender as set forth in the Bridge Note.

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2.    Lender Obligations. In consideration and payment in full for the issuance
      and delivery of the Shares to the Lender pursuant to Section 1 above, the
      Lender hereby agrees:

      (a)   to submit to the Company, as full and complete payment for the
            Shares, the originally-executed Bridge Note, which the Company shall
            mark "cancelled" upon receipt; and

      (b)   to release and discharge the Company and its respective successors
            and assigns from any and all further liability in respect of the
            Bridge Note except as otherwise set out in this Agreement.

3.    Representations and Warranties of the Subscriber. The Subscriber hereby
      represents and warrants to the Company, as of the Effective Date, as
      follows:

      (a)   the Subscriber is an "Accredited Investor" as such term is defined
            in Rule 501 of Regulation D, and is familiar with the character,
            integrity and business acumen of the principals of the Company;

      (b)   the Subscriber: (A) has no need for liquidity in this investment;
            and (B) is able to bear the economic risks of an investment in the
            Shares for an indefinite period of time, and could afford to lose
            the entire amount of such investment;

      (c)   the Subscriber understands and acknowledges that a purchaser of the
            Shares must be prepared to bear the economic risk of such investment
            for an indefinite period because of: (A) the heightened nature of
            the risks associated with an investment in the Company due to its
            status as a development stage company; (B) illiquidity of the Shares
            due to the fact that the Shares have not been registered under the
            Securities Act of 1933, as amended, or any of the rules and
            regulations promulgated thereunder (collectively, the "Act") or any
            state securities act (nor passed upon by the SEC or any state
            securities commission), and the Shares have not been registered or
            qualified by the Subscriber under federal or state securities laws
            solely in reliance upon an available exemption from such
            registration or qualification, and hence such Shares cannot be sold
            unless they are subsequently so registered or qualified, or are
            otherwise subject to any applicable exemption from such registration
            requirements; and (C) substantial restrictions on the transfer of
            the Shares, as set forth in, among other documents, this Agreement,
            and by legend on the face or reverse side of every certificate
            evidencing the ownership of any Shares;

      (d)   the Subscriber understands and acknowledges that an investment in
            the Shares is speculative in nature, and involves certain risks;

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      (e)   the Subscriber is not a member of the National Association of
            Securities Dealers, or of any other self-regulatory agency which
            would require approval prior to any purchase of the Shares;

      (f)   the Subscriber is acquiring the Shares for its own investment, and
            not with a view toward the subdivision, resale, distribution, or
            fractionalization thereof; the Subscriber has no contract,
            undertaking, arrangement or obligation with or to any person to
            sell, transfer, or otherwise dispose of the Shares (or any portion
            thereof hereby subscribed for), and has no present intention to
            enter into any such contract, undertaking, agreement or arrangement;

      (g)   the offering of Shares was made only through direct, personal
            communication between the Subscriber (or a representative thereof)
            and the Company; the subscription for Shares by the Subscriber is
            not the result of any form of general solicitation or general
            advertising including, but not limited to, the following: (i) any
            advertisement, article, notice or other communication published in
            any newspaper, magazine, or other written communication, or
            broadcast over television, radio or any other medium; or (ii) any
            seminar or meeting to which the attendees had been invited by any
            general solicitation or general advertising;

      (h)   the Subscriber has been advised to consult with an attorney
            regarding legal matters concerning the purchase and ownership of the
            Shares, and with a tax advisor regarding the tax consequences of
            purchasing such Shares;

      (i)   the Subscriber is a corporation which was not organized for the
            specific purpose of acquiring the Shares and has other investments
            or business activities besides investing in the Company; and

      (j)   this Agreement, once executed and delivered to the Company by the
            Subscriber, constitutes the valid and legally binding obligation of
            the Subscriber, enforceable against such Subscriber in accordance
            with its terms.

4.    Execution of Agreement. At such time as the Company has executed this
      Agreement, this Agreement shall be the valid and legally binding
      obligation of the Company, enforceable against the Company in accordance
      with its terms.

5.    Miscellaneous.

      (a)   The Subscriber agrees that, once executed by it, the Lender may not
            cancel, terminate or revoke this Agreement, or any Agreement in
            respect of the Shares which it may make hereunder or pursuant
            hereto, and that this Agreement shall survive the death, permanent
            or temporary disability, dissolution, winding up or liquidation (as
            applicable) of the Subscriber, and that this Agreement shall be
            binding upon, and inure to the benefit of such Subscriber's heirs,
            executors, administrators, successors in interest and permitted
            assigns.

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      (b)   All notices, requests, demands and other communications to be given
            shall be in writing and shall be deemed to have been duly given on
            the date of personal service or transmission by fax if such
            transmission is received during the normal business hours of the
            addressee, or on the first business day after sending the same by
            overnight courier service or by telegram, or on the third business
            day after mailing the same by first class mail, or on the day of
            receipt if sent by certified or registered mail, addressed as set
            forth following the signature of such party at the end of this
            document, or at such other address as any party may hereafter
            indicate by notice delivered as set forth in this Section 6(b).

      (c)   This Agreement shall constitute the binding agreement of the
            parties, enforceable against each of them in accordance with its
            terms. This Agreement may not be assigned by the Subscriber, whether
            by contract or by operation of law, without the prior written
            consent of the Company, which consent may be given or denied as the
            Company, in its sole and exclusive discretion, may deem appropriate.

      (d)   This Agreement, together with its exhibits, constitute the entire
            and final agreement and understanding between the Subscriber and the
            Company with respect to the agreement of the Lender to accept the
            Shares in full and complete satisfaction of the Bridge Note, and the
            issuance and cancellation, as applicable, thereof, and supersedes
            any and all prior oral or written agreements, statements,
            representations, warranties or understandings by any party, all of
            which are merged herein and superseded by this Agreement.

      (e)   The headings provided are for convenience only and shall have no
            force or effect upon the construction or interpretation of any
            provision of the Agreement. Furthermore, in interpreting this
            Agreement, the reader shall adopt the plural form of any word
            written in the singular, and the feminine form of any word written
            in the masculine, whenever the context or circumstances of such
            provision so require.

      (f)   This Agreement may be executed in one or more counterparts, each of
            which shall be deemed an original, but all of which together shall
            constitute but one and the same instrument.

      (g)   Each party agrees to execute such other and further documents and to
            perform such other and further acts as may be reasonably necessary
            to carry out the purposes and provisions of this Agreement.

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      (h)   This Agreement shall be governed by and construed in accordance with
            the internal laws of the State of California applicable to the
            performance and enforcement of contracts made within such state,
            without giving effect to the law of conflicts of laws applied
            thereby. In the event that any dispute shall occur between the
            parties arising out of or resulting from the construction,
            interpretation, enforcement or any other aspect of this Agreement,
            the parties hereby agree to accept the exclusive jurisdiction of the
            Courts of the State of California sitting in and for the County of
            Orange. In the event either party shall be forced to bring any legal
            action to protect or defend its rights hereunder, then the
            prevailing party in such proceeding shall be entitled to
            reimbursement from the non-prevailing party of all fees, costs and
            other expenses (including, without limitation, the reasonable
            expenses of its attorneys) in bringing or defending against such
            action.

      (i)   The provisions of this Agreement are severable, and if any one or
            more provisions is determined to be illegal, indefinite, invalid or
            otherwise unenforceable, in whole or in part, by any court of
            competent jurisdiction, then the remaining provisions of this
            Agreement and any partially unenforceable provisions to the extent
            enforceable in the pertinent jurisdiction shall continue in full
            force and effect and shall be binding and enforceable on the
            parties.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.

THE CORPORATION:


HIENERGY TECHNOLOGIES, INC.                     ATTEST:

  By: /s/ Bogdan C. Maglich                       By:
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      Bogdan C. Maglich                               Acting Corporate Secretary


THE INVESTOR:

NICHOLAS J. YOCCA                               WITNESS:

  By: /s/ Nicholas J. Yocca                       By:
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