EXHIBIT 10.120

                            Equipment Sales Agreement

Contract No. 19107-1 This Sales Agreement ("Agreement") is entered into by and
between HiEnergy Technologies, Inc. ("Company") and Southeastern Pennsylvania
Transportation Authority ("Customer").

1. Sale of  Equipment.  Customer  hereby  agrees to  purchase  from  Company the
equipment (the "Equipment") as set forth on Schedule A. Reference hereinafter to
"Equipment"   shall  be  deemed  to  include  Software  except  where  otherwise
indicated,  and reference  hereinafter  to  "Equipment"  or "Software"  shall be
deemed to include any Services to be performed.

2. Price. The price and time of payment for the Equipment (the "Contract Price")
is as follows:

               Price               Due Date

            $603,104.96    Payment due net 30 days
                           upon receipt of shipment

The Contract Price includes all the items referred to in Schedule A. Any amounts
payable by Customer  hereunder  which remain unpaid after the delivery  shall be
subject  to a late  charge  equal to 1% per month  from the due date  until such
amount is paid.

Prices for  Equipment  specified  herein are  exclusive  of all city,  state and
federal taxes,  including,  without  limitation,  taxes on  manufacture,  sales,
receipts,  gross income,  occupation,  use and similar taxes. Customer agrees to
pay such taxes  directly or to  reimburse  Company  for all such taxes,  whether
imposed on Customer required to be collected by Company, or imposed on Equipment
or on Customer in connection with this sale.  Wherever  applicable,  such tax or
taxes shall be invoiced separately. Customer agrees to pay all personal property
taxes that may be levied against Equipment after the date of delivery.

3. Delivery.  Company shall use its reasonable  efforts to deliver the Equipment
to Customer between ninety (90) and one hundered and twenty (120) days following
order.  Delivery shall be made to a domestic location designated by Customer and
all  transportation,  shipping  and handling  charges  shall be paid by Company.
Times quoted for delivery  and/or  readiness for operation  represent  Company's
best  estimates  and  Company  shall in good faith  endeavor to meet such stated
times,  but  reserves  the right to vary the times of shipment  and delivery and
shall not be liable for any loss, injury, damage or other expense which Customer
or any other  party may  suffer by  reason of such  variation.  Delivery  may be
subject to issuance of required  licensing  and  approvals  by local,  state and
federal regulatory bodies.

4.  Payment  Terms.  Unless  other  terms of payment  are agreed to in  writing,
payment  of the  Contract  Price,  including  without  limitation,  payment  for
Services performed under the Agreement,  shall be made to HiEnergy Technologies,
Inc.  Any down  payment  shall be  non-refundable  except  in the case  that the
Company  does not  accept  the Order,  in which  case the down  payment  will be
refunded promptly. In the event Customer refuses or otherwise declines to accept
delivery of Equipment  hereunder,  Company may, as Customer's  agent and without
liability to Company, store or arrange for storage of such declined Equipment at
Customer's  expense,  and such Equipment  shall be deemed to be delivered at the
time it is either put into  storage or turned over to the carrier for  shipment,
whichever  occurs first.  Any amounts  which become due from Customer  under the
Agreement  may not be set off  against any other  amounts  which may be due from
Company to Customer under the Agreement or otherwise.  Unless otherwise  stated,
all prices are in U.S. dollars.

5.  Acceptance.  The  criterion for  acceptance  of Equipment is the  successful
operation  of  the  Equipment  using  Company's  standard  test  procedures  and
diagnostic test programs  applicable to the Equipment  involved.  All acceptance
tests will be conducted prior to delivery and will be run by Company  personnel.
If Customer or its  representative  fails to witness such tests,  performance of
the tests will not be delayed.  Acceptance will be deemed to have been made upon
successful completion of the acceptance tests as evidenced by issuance by a Test
Certificate.

6.  Title and  License.  Title and risk of loss to the  Equipment  shall pass to
Customer at the time the  Equipment is  delivered  to Customer.  All Software is
made  available in accordance  with these Terms and Conditions and the terms and
conditions of the Company's  Individual  End User  Software  License  Agreement,
which is  attached  hereto,  incorporated  herein and made a part hereof by this
reference.

7. Variations and Extras.  The Equipment and Services  provided by Company shall
be those  specified in the  Agreement as accepted in writing by Company.  Should
Company agree to any variations  from or extras beyond the  requirements  of the
accepted order,  which involve extra cost to Company,  or from or should Company
incur extra cost owing to delays  caused by Customer's  instructions,  incorrect
instructions,  lack of instructions,  or other matters within the responsibility
of Customer,  or Customer's  agents or  subcontractors,  such extra costs may be
charged by Company and shall be paid for by Customer and the scheduled  delivery
and/or completion dates shall be appropriately extended.

8. Specifications and Performance.  The Equipment supplied will be substantially
in  accordance  with  the  specifications  provided  to  Customer,   subject  to
reasonable  variations plus or minus.  Such reasonable  variations  shall not be
made the basis of any claim against Company or its suppliers.  Company shall not
be  responsible  for  performance  figures  given in any  source  other than the
specifications. Company reserves the right to supply Equipment in fulfillment of
its obligations  hereunder,  the design and/or  constructions  of which has been
modified,  provided  that  the  general  performance  of  the  Equipment  is not
adversely  affected.  Unless otherwise stated, the Equipment will be packaged in
accordance with normal air freight packing standards.

9.  Operation of the Equipment.  Customer shall be responsible  for operation of
the Equipment.  Customer  shall operate the Equipment in a reasonably  competent
manner and in compliance with the operations manual for the Equipment.  Customer
shall comply with all applicable rules, laws, and regulations in connection with
operation of the Equipment.

10. Infringement Indemnity. Company will defend and indemnify Customer against a
claim that the Equipment infringes a United States copyright or patent, provided
that:  (a) Customer  notifies  Company in writing within thrity (30) days of the
claim;  (b) Company has sole  control of the defense and all related  settlement
negotiations; and (c) Customer provides Company with the assistance, information
and authority necessary to perform Company's  obligations under this Section 10.
Reasonable  out-of-pocket  expenses  incurred  by  Customer  in  providing  such
assistance  will be reimbursed  by Company.  Company shall have no liability for
any claim of infringement based on use of Equipment altered by Customer.  In the
event the Equipment is held or is believed by Company to infringe, Company shall
have  the  option,   at  its  expense,   to  (a)  modify  the  Equipment  to  be
noninfringing;  (b)  obtain  for  Customer  a  license  to  continue  using  the
Equipment; or (c) refund the fees paid for the Equipment. This Section 10 states
Company's  entire liability and Customer's  exclusive  remedy for  infringement,
misappropriation or related claims.

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11. Warranty and Disclaimer

      (a) The warranty holds that the Equipment sold by the Company will be free
from  defects in  workmanship  and  materials  and will  conform  to  applicable
specifications  for a period of twelve  (12) months from the date of shipment or
1,200 hours of Neutron Generator operation, whichever comes first (the "Warranty
period"),  provided the Customer  gives written  notice to Company of any defect
within said Warranty period or within fifteen (15) days thereafter. The Warranty
on the  Neutron  Generator  is  pro-rated  (that is, for  example,  if a Neutron
Generator became defective after four months,  the Customer would pay to Company
four-twelfths  of the price of a replacement of the Neutron  Generator).  Credit
toward  refurbishment  or  replacement  will be given to Customer,  at Company's
option,  and will be  prorated  from the date of  original  shipment  or for the
Warranty  period,  as specified.  This Warranty is valid only if the accelerator
head is operated with non-defective electronic and control equipment supplied by
and in accordance with, written instructions by Company.

      (b) As a first resort,  Field Service  Engineering  (FSE) personnel and/or
subcontractors  will provide on-site  warranty  service and  maintenance  and/or
parts replacment as to the defective  Equipment at Customer's  location.  In the
event  FSE or the  subcontractors  cannot  perform  the  necessary  diagnostics,
maintenance and/or repair at Customer's facilities, Customer will be required to
return for repair  such  defective  Equipment  to  Company's  designated  repair
facility at no cost within  thirty (30) days after said notice.  Company will be
responsible for any transportation,  insurance and all other charges to and from
Company's  designated repair facility and will promptly  reimburse  Customer any
shipping and handling  charges  incurred by Company or its  representatives.  So
long as Company is so notified of any such defect in  workmanship  or  materials
within  the  Warranty  period,  Company  will  correct  the defect by making any
necessary  repairs  or,  at its  option,  by  providing  replacements  for  such
defective Equipment,  parts, or components thereof ("Parts").  It is recommended
for  efficiency  and  timeliness   that   replacement  be  made  by  FSE  and/or
subcontractors from a stock of Parts separately purchased by Company.  Defective
Parts,  if  replaced,  will become the property of Company.  All other  charges,
including  without   limitation,   FSE  travel,   on-site  labor,   removal  and
reinstallation fees, shall be assumed by Company during the Warranty period.

      (c) Customer will pay Company the cost of all charges,  to include but not
limited to a  reasonable  charge for  examination  and rework,  if the  returned
Equipment  proves  not  to be  defective  or if at  Customer's  request  Company
performs work upon returned Equipment exceeding Company's obligations under this
Warranty.  (d)  This  Warranty  extends  only to the  original  Customer  of the
Equipment from Company.  This Warranty does not apply to, and Company assumes no
responsibility  for,  damage  or  defects  due to any  cause  other  than  those
specified above,  including without  limitation,  damage or defects arising as a
result of misuse,  improper installation by non-authorized  Company personnel or
non-authorized  subcontractors,   accident,  neglect,  modification,  repair  by
Customer, subjection to adverse conditions, demands exceeding performance levels
required  by   applicable   specifications   or  Company   furnished   operating
instructions,  failure to carry out  recommended  servicing,  or from the use of
components or replacement parts other than those supplied or approved in writing
by Company.

      (e) It shall be  incumbent  upon the  Customer to show  evidence of faulty
parts or workmanship when operated or tested in any other manner.  The liability
of Company  arising from the supply or use of the  Equipment,  whether it arises
under Warranty or otherwise,  shall be limited  solely to correcting  defects or
providing  replacement  parts to the  Customer as set forth  herein above and is
limited to the period of the Warranty.

IN NO EVENT SHALL TOTAL  LIABILITY  EXCEED THE TOTAL CONTRACT PRICE. IN NO EVENT
SHALL COMPANY BE LIABLE FOR SPECIAL,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  NOR
SHALL IT BE LIABLE FOR ANY OTHER DAMAGES,  EXCEPT AS HEREINABOVE PROVIDED.  THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ANY INSTALLATION,  MAINTENANCE,  REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR
OF, OR OTHER  TAMPERING  WITH,  THE  PRODUCTS  PERFORMED BY ANY PERSON OR ENTITY
OTHER THAN COMPANY  WITHOUT  COMPANY'S  PRIOR  WRITTEN  APPROVAL,  OR ANY USE OF
REPLACEMENT PARTS NOT SUPPLIED BY COMPANY, SHALL IMMEDIATELY VOID AND CANCEL ALL
WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THIS WARRANTY IS EXCLUSIVE AND
IS MADE IN LIEU OF ALL OTHER WARRANTIES.  THE GOODS  SPECIFICALLY  COVERED UNDER
THIS WARRANTY ARE OF AN EXPERIMENTAL NATURE. NO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR  PARTICULAR  PURPOSE ARE EXPRESSED OR IMPLIED.  NO  MODIFICATION  OR
ALTERATION OF THE FOREGOING WARRANTY AND LIMITATION OR REMEDIES PROVISIONS SHALL
BE VALID OR  ENFORCEABLE  UNLESS  SET  FORTH IN A  WRITTEN  AGREEMENT  SIGNED BY
COMPANY AND THE CUSTOMER.

THE  INDEMNITIES  IN SECTION 10 AND  SECTION 16 AND THE  WARRANTY  IN SECTION 11
ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER  INDEMNITIES OR WARRANTIES,  WHETHER
EXPRESSED OR IMPLIED,  INCLUDING THE IMPLIED WARRANTIES OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE.

12.  Nondisclosure.  By virtue of this  Agreement,  Customer  may have access to
information  that  is  confidential  to  Company  ("Confidential  Information").
Confidential  Information  shall  include,  but not be limited to, the terms and
pricing under this  Agreement,  the technical and other  specifications  for the
Equipment and all information clearly identified as confidential or proprietary,
including,  without limitation,  drawings, designs,  specifications,  manuals or
information  relating in any way to the Equipment,  howsoever issued,  including
all oral  communications  subsequently  identified  in  writing  by  Company  as
proprietary,  without the prior  written  permission  of  Company.  Confidential
Information shall not include  information that: (i) is or becomes a part of the
public  domain  through no act or omission of Customer;  (ii) was in  Customer's
lawful  possession prior to the disclosure and had not been obtained by Customer
either  directly or  indirectly  from the  disclosing  party;  (iii) is lawfully
disclosed to Customer by a third party without  restriction  on  disclosure;  or
(iv)  is   independently   developed  by  Customer.   Customer  agrees  to  hold
Confidential Information in confidence during the term of this Agreement and for
a period  of three (3)  years  after  termination  of this  Agreement.  Customer
agrees, that unless required by law, it shall not make Confidential  Information
available in any form to any third party or to use Confidential  Information for
any purpose other than the implementation of this Agreement.  Customer agrees to
take all  reasonable  steps  to  ensure  that  Confidential  Information  is not
disclosed  or  distributed  by  its  employees,  representatives  or  agents  in
violation  of the  terms of this  Agreement.  Copyright  in all  materials  made
available by Company shall remain with Company at all times.  The  provisions of
this Section 12 shall survive any termination of this Agreement.


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<PAGE>

13. Rights in Data.  Company retains full ownership of all inventions,  designs,
copyrights,  processes  and data  already  made or  evolved  by  Company  in the
preparation of or during the course of any work under the Agreement or resulting
therefrom.

14.  Limitation  of  Liability.  IN NO EVENT  SHALL  COMPANY  BE LIABLE  FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
LOSS OF PROFITS,  REVENUE,  OR USE  INCURRED  BY  CUSTOMER  OR ANY THIRD  PARTY,
WHETHER IN AN ACTION IN CONTRACT,  OR TORT, OR OTHERWISE  EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.  COMPANY'S  LIABILITY FOR DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF
THE DEFECTIVE  EQUIPMENT.  THE PROVISIONS OF THIS  AGREEMENT  ALLOCATE THE RISKS
BETWEEN COMPANY AND CUSTOMER. COMPANY'S PRICING REFLECTS THIS ALLOCATION OF RISK
AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY,  COMPANY WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT.

15.  Indemnity.  Customer  shall  indemnify and hold  harmless  Company from and
against any and all liability,  damages,  costs, losses and expenses arising out
of or in connection with any personal injury,  including death, or any damage to
property or business  which may be  suffered  by use,  operation,  or failure to
operate of the Equipment  furnished  hereunder  except for the negligent acts of
Company.

16. Force Majeure.  If Company's  ability to perform its  obligations  under the
Agreement  is limited,  delayed or  prevented  in whole or in part by any reason
whatsoever  not  reasonably  within the  control of Company,  or its  suppliers,
including without limitation,  act of God, war, invasion,  act of foreign enemy,
hostilities,  civil war,  rebellion,  civil strife,  strikes  and/or  industrial
dispute or by any law,  rule,  regulation,  order or other  action by any public
authority,  transportation  delays  or the  refusal  of any  necessary  license,
Company shall be excused,  discharged, and released of performance to the extent
such performance is so limited,  delayed or prevented  without  liability of any
kind.

17. Miscellaneous.

      (a) The section headings  contained herein are for reference purposes only
and shall not affect in any way the meaning and interpretation of the Agreement.

      (b) Any  provision  or  provisions  of the  Agreement  prohibited  by,  or
unlawful  under,  any  applicable  law of any  jurisdiction  shall,  as to  such
jurisdiction,  be  made  invalid  or  unenforceable,  without  invalidating  the
remaining  provisions  of the  Agreement,  provided,  however,  that  where  the
provisions of any such  applicable law may be waived,  they are hereby waived by
Customer to the full  extent  permitted  by law,  to the end that the  Agreement
shall be deemed to be valid,  binding,  and  enforceable in accordance  with its
terms.

      (c) This  Agreement,  and all  matters  arising out of or relating to this
Agreement,  shall be governed by the laws of the State of California  (exclusive
of conflict of laws  principles),  and shall be deemed to be executed in Irvine,
California.

      (d) Any legal action or  proceeding  relating to this  Agreement  shall be
instituted solely in a state or federal court in Irvine, California. Company and
Customer agree to submit to the  jurisdiction of, and agree that venue is proper
in, these courts in any such legal action or proceeding.

      (e) All notices, including notices of address change, requests, demands or
other  communications  which are required or may be given hereunder  pursuant to
the terms of the Agreement  shall be in writing and shall be deemed to have been
duly given if  delivered by hand or first class  registered  mail to the address
specified  by the  parties in the  Agreement,  or by fax to the  address  listed
below.

      (f) If the  Agreement  is  terminated  or  cancelled,  then,  at Company's
option,  and in addition to all other remedies available at law or in equity: i.
Customer  shall accept  delivery of and make payment for all Equipment  which is
either finished or ready for shipping;  ii. Customer shall reimburse Company for
all costs of all  material,  all other  costs,  including  but not  limited  to,
general,  selling and  administrative  expenses,  and a reasonable profit on the
terminated  portion  of the  Agreement.  Filing  of a  petition  in  bankruptcy,
commencement of any insolvency proceeding, or execution of an assignment for the
benefit of Creditors,  shall, at the option of Company, be deemed a cancellation
by Customer.

      (g) To  secure  payment  and  performance  of all  Customer's  obligations
hereunder,  Company  hereby  retains title to Equipment and a security  interest
therein  until  payment  in  full  and  performance  by  Customer  of  all  said
obligations.  When requested by Company,  Customer shall duly  acknowledge  this
Agreement, and execute,  acknowledge and deliver to Customer, in Company's usual
form, a supplement hereto,  security  agreement,  financing  statement and other
appropriate instruments to constitute Equipment as the unencumbered security for
the obligations of Customer  hereunder,  or to enable Company to comply with all
applicable filing or recording laws.

      (h) The waiver by either party of any default or breach of this  Agreement
shall not  constitute  a waiver of any other or  subsequent  default  or breach.
Except for actions for non-payment or breach of Company's proprietary rights, no
action,  regardless of form, arising out of or in connection with this Agreement
may be brought by either  party more than one year after the cause of action has
accrued.

      (i)  Customer  agrees to comply  fully with all  relevant  export laws and
regulations of the United States ("Export Laws") to assure that the Equipment is
not (1) exported,  directly or  indirectly,  in violation of Export Laws; or (2)
intended to be used for any purposes  prohibited  by the Export  Laws.  Customer
agrees that the Equipment will only be used or operated in the United States and
other territories approved in writing by Company.

      (j) Company is an independent contractor;  nothing in this Agreement shall
be  construed  to create a  partnership,  joint  venture or agency  relationship
between the parties.

      (k)  These  Terms  and  Conditions,  together  with  the  other  documents
constituting the Agreement as accepted in writing by HiEnergy,  shall constitute
the entire  agreement  and supersede  all prior or  contemporaneous  agreements,
understandings,  representations,  discussions,  proposals,  literature, and the
like, written or oral. No other terms or conditions, nor any addition to, waiver
or modification of the provisions of these Terms and Conditions shall be binding
unless  made in a writing  signed by an  officer of  Company.  In the event of a
conflict  between these Terms and Conditions and any other terms and conditions,
these  Terms  and  Conditions  shall  supercede  and take  precedence  over such
conflicting terms and conditions.  This Agreement may not be modified or amended
except in a writing signed by a duly authorized representative of each party; no
other act,  doc ument,  usage or custom  shall be deemed to amend or modify this
Agreement.

      (l) In any  proceeding  brought to enforce or interpret  the terms of this
Agreement, the prevailing party shall be entitled to recover its attorneys' fees
and costs incurred.

      (m) This  Agreement  shall be  construed  as to its fair  meaning  and not
strictly for or against either party.

      (n) No action,  regardless of form,  arising out of this  Agreement may be
brought by either party more than one year after the cause of action  arose,  or
in the case of non-payment, more than two years from the date of last payment.


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<PAGE>

         (o) This Agreement shall not be assigned by Customer or by operation of
law without the prior written consent of Company. The Agreement shall be binding
upon and inure to the  benefit  of the  parties,  their  legal  representatives,
successors and assigns.

         (p) This Agreement may be executed in counterparts and by fax.


Company:                                       Customer:

HIENERGY TECHNOLOGIES, INC.                    SOUTHEASTERN PENNSYLVANIA
                                               TRANSPORTATION
                                               AUTHORITY

By: /s/ Dr. Bogdan C. Maglich                  By: /s/
    ------------------------                       ------------------------
Name: Dr. Bogdan C. Maglich                    Name:
Title:  Chairman & CEO                         Title:
Address: 1601 Alton Parkway                    Address: 1234 Market St.
Unit B                                         4th floor
Irvine, CA 92606                               Philadelphia, PA 19107
Phone: 949-757-0855                            Phone:
Fax: 949-7571477                               Fax:


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