EXHIBIT 10.141

                           HIENERGY TECHNOLOGIES, INC.

                                 PROMISSORY NOTE
                                 ---------------

U.S. $_________                                             Date: ______________
Irvine, California

      1. Amount. HiEnergy Technologies, Inc., a Delaware corporation having its
principal place of business located at 1601 Alton Parkway, Unit B, Irvine,
California 92606 (the "Borrower"), for value received, hereby promises to pay to
the order of Maglich Family Holdings, Inc. (the "Lender") the following:

      Principal:  $__________
      Interest Rate:    5%
      Date Due:   On Call

      2. Payment. Any unpaid Principal and Interest on this Promissory Note will
become due and payable no later than above stated date. All such payments shall
be made in same day funds denominated in United States Dollars.

      3. Interest. Interest on the outstanding principal balance of this Note
shall accrue at the above stated per annum. Interest on the outstanding
principal balance of the Note shall be computed on the basis of the actual
number of days elapsed and a year of three hundred and sixty-five (365) days.

      4. Presentment. The Borrower (i) waives presentment, demand, protest and
notice of presentment, notice of protest and notice of any kind respecting this
Promissory Note; and (ii) agrees that this Promissory Note shall be binding upon
the Borrower and the Borrower's successors and assigns.

      5. Replacement. Upon receipt of a duly executed, notarized and unsecured
written statement from the Lender with respect to the loss, theft or destruction
of this Note (or any replacement hereof), and without requiring an indemnity
bond or other security, or, in the case of a mutilation of this Note, upon
surrender and cancellation of such Note, the Borrower shall issue a new Note, of
like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated
Note.

       6. Severability. In the event any one or more of the provisions contained
in this Promissory Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall, at the option of the Lender or any holder hereof, not affect any other
provision of this Promissory Note, but this Promissory Note shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.

      7. Modification. This Promissory Note may only be modified by an agreement
in writing executed by the Borrower and Lender. The Borrower has the full power,
authority and legal right to execute and deliver this Promissory Note, and
represents that this Promissory Note constitutes a valid and binding obligation
of the Borrower.


<PAGE>

      8. Waivers. Any failure of the Lender to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any
other right at any other time.

      9. Enforcement Expenses. The Borrower agrees to pay all costs and expenses
of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses.

      10. Terms Defined. The terms "Borrower" and "Lender" as used in this
Promissory Note shall include their respective heirs, executors, personal
representatives, successors and assigns.

      11. Binding Effect. The obligations of the Borrower and the Lender set
forth herein shall be binding upon the successors and assigns of each such
party.

      12. Controlling Law. This Note shall be governed by the laws of the United
States of America and the State of California, without regard to the principles
of conflicts laws of those jurisdictions.

      IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as
of the date first written above.

                              HiEnergy Technologies, Inc.
                              A Delaware Corporation

                              By:
                                 -----------------------------
                                 Name: Dr. Bogdan C. Maglich
                                 Title: Chairman and CEO