EXHIBIT 10.145

                                TEAMING AGREEMENT

         This Teaming Agreement ("Agreement"), is made and entered into the last
date of the signatures below ("Effective Date"), by and between HiEnergy
Technologies, Inc., a Delaware corporation, with offices at 1601-B Alton
Parkway, Irvin, California 92606, on behalf of itself and its subsidiaries and
respective successors (collectively, "HIET") and Williams-Sterling, Inc. with
offices at 21153 Gibson's Lane, Lignum, Virginia 22726-1956 ("WSI"), on behalf
of itself and respective successors. HIET and WSI are sometimes each referred to
in this Agreement as a "Party" and, collectively, as the "Parties".

         WHEREAS, the Parties have previously executed a Non-disclosure
Agreement ("NDA"); and

         WHEREAS, the Parties have discussed the possibility of teaming together
on government solicitations.

         NOW THEREFORE, in consideration of these premises, the mutual covenants
and undertakings contained in this Agreement, and other good and valuable
consideration, the Parties agree as follows:

1.    ACTIVITIES

     (a) The Parties intend to work together to identify opportunities where, by
     combining their complementary talents, experience and capabilities, they
     may be better able to provide government customers with a superior solution
     on government procurements.

     (b) Upon identifying an opportunity, the Parties will make a determination
     whether to submit a proposal to the Customer for the project, with WSI as
     the prime contractor for the project and HIET as a proposed subcontractor
     to WSI responsible for the scope of work associated with the project to be
     determined on a project by project basis.

     (c) If the Parties determine to team together on a specific opportunity:

         (1) The Parties will amend this Agreement to describe the specific
         project and to outline HIET scope of work and pricing.

         (2) Each Party shall provide the other with all reasonable assistance
         in the development and preparation of any proposal(s) that may be
         required, including any best and final offer(s). The ultimate
         responsibility for the content of any integrated proposal(s) presented
         to the Customer will rest with WSI. WSI will include appropriate credit
         in its proposal(s) relative to the areas of contribution furnished by
         HIET.

         (3) Both Parties will use best efforts to make available their
         respective management and technical personnel as may be appropriate
         during the conduct of any discussions and negotiations with the
         Customer concerning the award of a prime contract for the project to
         WSI.

         (4) Each Party shall authorize the other Party to use any information,
         data or drawings, solely for the express purpose of developing and
         presenting the project proposal and obtaining a prime contract award to
         WSI for the project.

         (5) In the event WSI is awarded a prime contract for the project and
         this Agreement has not been previously terminated pursuant to the
         applicable provisions hereof, HIET will enter into good faith
         negotiations with WSI to draft a mutually agreeable subcontract for the
         work, subject to any necessary approvals by the customer and the
         negotiation of mutually acceptable terms and conditions. Such
         subcontract shall be based on HIET standard terms and conditions for
         the services offered. HIET represents that it will be solely providing
         "Commercial Items," as that term is defined in FAR Part 2.101 and used
         in FAR Part 12.

                                       1
<PAGE>

2.    ALLOCATION OF COSTS

      Each Party will bear the cost of its own efforts in the preparation and
      support of its portion of any proposal requirements or other
      responsibilities unless otherwise set forth in this Agreement.

3.    INDEPENDENT CONTRACTORS

      This Agreement is not intended to constitute, create, give effect or
      otherwise recognize a joint venture, partnership, principal-agent or
      formal business organization of any kind, and the rights and obligations
      of the Parties shall be only those expressly set forth herein. At all
      times HIET and WSI shall remain independent contractors, each responsible
      for its own employees. Neither Party assumes responsibility to the other
      for costs, expenses, risks and liabilities arising out of the efforts of
      the other Party under this Agreement.

4.    NON-EXCLUSIVE ARRANGEMENT

      Nothing contained in this Agreement shall be deemed to restrict either
      Party from quoting, offering to sell or selling to others any items or
      services that it may regularly offer for sale or license, including
      offering a proposal in response to a solicitation that a Party identifies
      as a potential opportunity for the Parties to bid together. Any proposals
      the Parties make to government agencies pursuant to this Agreement shall
      be made on a non-exclusive basis unless the Parties otherwise agree in
      writing.

5.    PROPRIETARY INFORMATION

      Proprietary information shall be governed by the terms and conditions of
      the NDA previously executed by the Parties, which terms and conditions are
      specifically incorporated herein by reference.

6.    LIABILITY

      Each Party will be solely responsible for liability arising out of its own
      acts or omissions occurring during the performance of its work under this
      Agreement. The performing Party further agrees to indemnify, hold harmless
      and defend the other from all costs of any nature whatsoever arising out
      of any third party claim or action against the other Party resulting from
      the acts or omissions of the performing Party. This provision shall not be
      construed to mean that the Parties are precluded from resolving a claim
      against each other.

      In the event of an alleged breach of this Agreement, or any claim whether
      in tort (including negligence and strict liability), contract, equity or
      otherwise, arising out of or in connection with this Agreement, or the
      acts or omissions of either Party, its agents, representatives or
      employees in the performance of this Agreement, the Parties agree that the
      sole remedy available shall be the recovery of direct costs and applicable
      overhead reasonably expended in performance of this Agreement. In no event
      shall either Party be liable to the other Party for any special, indirect,
      incidental, punitive or consequential damages, including but not limited
      to lost profits or revenue, or lost business opportunities, even if
      advised of the possibility of such damages.

7.    TERMINATION

      This Agreement shall terminate upon the lapse of twelve months (12)
      following the Effective Date, unless such term is extended by mutual
      agreement. The Parties may terminate this Agreement earlier by mutual
      written consent.

                                       2
<PAGE>

8.    PUBLICITY

      Any news release (including communication of any sort with the press
      whether direct or indirect, written or oral), public announcement or
      advertisement to be released in connection with this Agreement and the
      subject matter hereunder shall have the written concurrence of both
      Parties prior to release.

9.    EFFECTIVE DATE

      This Agreement shall be effective, and the term of this Agreement shall
      commence, as of the Effective Date specified in the first paragraph above.

10.   NOTICES

      All notices required or permitted to be given hereunder shall be in
      writing and be deemed effective (a) upon personal delivery, (b) on the
      calendar day following the date of confirmed transmission of telex,
      telegram, or electronic mail, or (c) upon receipt if sent by registered,
      certified or express mail to the Parties addressed as follows:

      If to HIET:

      HiEnergy Technologies, Inc.
      1601-B, Alton Parkway
       Irvin, CA 92606
      Attn:  Bogdan Maglich
      [Insert email address]

      If to WSI:
      Williams-Sterling, Inc.
      21153 Gibson's Lane
      Lignum, Virginia 22726
      Attn: James H. Williams
      williamsjh@msn.com
      ------------------

      Either Party may change the address or addressee set forth above at any
      time or times, by written notice to the other Party in accordance with
      this provision.

11.   GOVERNING LAW; DISPUTES

      This Agreement shall be governed and construed in accordance with the laws
      of the Commonwealth of Virginia, without regard to its choice of law
      provisions. HIET and WSI agree to attempt to settle any dispute or
      controversy arising between them under this Agreement, through
      consultation and negotiation in good faith and a spirit of mutual
      cooperation. If such attempts fail, however, then the dispute will be
      mediated by a mutually acceptable mediator to be chosen by WSI and HIET
      within thirty (30) days after written notice by either Party demanding
      such mediation. Neither Party shall unreasonably withhold or condition its
      consent to the selection of a mediator. WSI and HIET will share the costs
      of the mediation equally.

      Any dispute that cannot be resolved through such negotiation or mediation
      within six (6) months of the date of the initial demand by either Party
      shall then be finally resolved by the courts. The Parties' use of
      alternative dispute resolution procedures will not be construed under the
      doctrines of laches, waiver or estoppel to affect adversely the rights of
      either Party. Further, nothing in this provision will prevent either Party
      from resorting to judicial proceedings at any time, if (a) good faith
      efforts to resolve the dispute under these procedures have been
      unsuccessful or (b) interim relief from a court is necessary to prevent
      serious and irreparable injury to one Party or to others.

                                       3
<PAGE>

12.   ENTIRE AGREEMENT

      This Agreement, including exhibits hereto and other documents incorporated
      herein by reference, contains the entire agreement between HIET and WSI
      concerning the subject matter hereof, and supersedes any prior or
      contemporaneous agreements, understandings or communications concerning
      the subject matter hereof. No modification or amendment of this Agreement
      will be effective unless it is in writing and signed by the authorized
      representatives of each Party.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed,
      in duplicate originals, by their duly authorized representatives, on the
      date(s) set forth below.


      HIENERGY TECHNOLOGIES                      WILLIAMS-STERLING, INC.

      By: /s/ Bogdan C. Maglich                  By: /s/ James H. Williams
         --------------------------                 ----------------------------

      Name: Dr. Bogdan C. Maglich                Name: James H. Williams
      Title: Chief Executive Officer             Title: Chairman
      Date: January 30, 2006                     Date: January 23, 2006

                                       4