EXHIBIT 10.1.3

                          Addendum 3 - January 20, 2004

         To "Standard Industrial/Commercial Multi-Tenant Lease - Gross"
              Of the "American Industrial Real Estate Association"
                      Executed on or about 15 October 2002

           DEL MAR AVIONICS, Lessor, and HIENERGY TECHNOLOGIES, Lessee

                                 20 January 2004

WHEREAS,  Lessee  desires  to lease an  additional  area  for  construction  and
operation of a Secure Area and protected  "radiation use zone" area for research
and development of fast neutron  generation and impact upon nuclei of substances
within defined  enclosures in said Secure Area for observation of characteristic
photon, gamma ray,  distributions  emanating from said neutron nuclear impact to
yield a definitive photon spectrum and thereby determine a chemical  composition
of substances within said enclosures.

WHEREAS,  Lessor is willing to lease an area  within the  building at 1601 Alton
Parkway,  Irvine,  CA a defined  secure area for a period of twenty (20) months,
said  protected  area being more  clearly  delineated  in the  attached  map and
schedule  and for the same  period  Lessor  is  willing  to lease to  Lessee  an
air-conditioned office area adjacent said secure area.

NOW THEREFOR,  in  consideration  of the aforesaid  intention of parties hereto,
Lessor  and  Lessee  agree  to be bound to the  following  mutually  assented-to
provisions:

BASE RENT SCHEDULE

Monthly rent is established for a 67' x 48.2' and 13' x 18.5'  specified  secure
area = 3470 ft2 at  $3,123/month,  and an 18.5' x 54' specially air  conditioned
office facility adjacent said secure area = 1000 ft2 at $1,000/month  commencing
1 February  2004.  The prices quoted  herewith are only  acceptable to Lessor if
both the  additional  lease areas set forth herein are contracted for as offered
herein.

A separate fee of $250.00 per month for the 21 months to accrue  $5,250 is to be
paid by Lessee and held in an escrow account by Lessor for  demolition/repair of
the area to return the premises to their previous state.

PERIOD

Lease  period  shall  commence on 1 February  2004 and  continue for twenty (20)
months (February 2004 through September 2005).

TERMINATION

The lease shall terminate no later than 30 September 2005.

PROPERTY ALTERATION

It is  understood  that it is Lessee's  intention to build a concrete  enclosure
within said Secure Area with thick  walls to prevent  spurious  transmission  of
nuclear particles from the enclosed area. In preparation for the signing of this
lease, the lessee shall submit a drawing showing the intended masonry structures
to be installed.  The "Secure Area" is defined on Lessor's clean room space area
drawing, included herewith and made a part of this lease document. Together with
the masonry  structure  drawing,  lessee shall submit for Lessor's  approval,  a
structural  engineering  note signed by a  Structural  Engineer  licensed by the
State of California or the American  Society of Structural  Engineers  approving
the proposed installation of masonry showing calculations and provisions for any
necessary foundation  requirement extending below the existing building concrete
floor.


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The design shall consider the existing subsoil the building currently rests on.

Parties hereto both understand that it is exclusively Lessee's responsibility to
prepare for and construct said concrete  enclosure,  and it is also  exclusively
Lessee's  responsibility  to return the  premises to their  previous  state upon
termination of said lease. Repair and reconstruction of the Secure Area premises
must be  accomplished  in a timely manner.  Lessor may draw on the funds held in
escrow by Lessor in accordance with the provisions of the Base Rent Schedule.

HAZARDOUS WASTE AND MATERIALS

Lessee  agrees to store  hazardous  waste,  if any,  securely  within the leased
Secure Area in appropriate  containers.  Lessee shall be responsible  for proper
disposal and safeguarding of any and all hazardous wastes.  Hazardous materials,
on the other hand,  such as nuclear and  radioactive  material  must comply with
state and  federal  EPA,  NRC,  and AEC  requirements  as well as the  following
provisions.

Lessor consents that upon signing of this lease agreement, Lessee shall apply to
the State of  California  for a license  or  licenses  for the use on the leased
premises  of the  equipment  required  for the  development  and  testing of the
detection   technologies  of  Lessee  including  but  not  limited  to  standard
commercially  available  sealed  capsule  of an  Americium-Beryllium  source and
electrically  powered neutron  generators.  Lessor understands that said type of
equipment is essential  for the  operation of Lessee,  and Lessor  hereby grants
permission for the use of the equipment provided, however, that:

all required  state and federal  license  have been  granted and copies  thereof
supplied to Lessor;

location and shielding of the equipment will provide  radiation safety under the
state and federal regulations;

radiation  monitoring,  and calibration of the monitoring  instruments,  will be
done  regularly by the state licensed and  experienced  University of California
Radiation Safety Officer;

Lessee will not store radioactive  waste in or outside the leased premises,  and
shall  arrange  for   state-approved   pickup  and  disposal  of  any  discarded
radioactive wastes or byproducts at Lessee's expense.

SECURITY

Lessee shall maintain  security of secured area  installation  and all hazardous
materials.

PERSONAL PROPERTY OF LESSEE

No  hazardous  property or materials of Lessee shall be kept within said Secured
Area at  times  when  said  premises  are not  under  close  and  active  visual
supervision.


<PAGE>

LESSEE LIABILITY

Notwithstanding  anything to the contrary set forth in this Lease, unless caused
by Lessee or Lessee's employees, agents or contractors (collectively,  "Lessee's
Employees"), Lessee shall not have any responsibility for:

existing  violations  of  Applicable  Requirements  relating  to any part of the
Premises,  the Building or the Project as of the date Lessee takes possession of
the Premises;

any Hazardous  Substances present in, on, under or about any part of the Project
as of the date Lessee  takes  possession  of the  Premises or that were  brought
into,  onto,  about,  or under any part of the Project by Lessor  after the date
Lessee takes possession of the premises,  except for Hazardous Substances bought
onto the Project by Lessee or Lessee's Employees;

without limiting the generality of the foregoing, the cleanup,  remediation,  or
removal of any hazardous  substances  present in, on, under or about any part of
the project as of the date Lessee takes  possession of the premises or that were
or are brought  into,  onto,  about,  or under any part of the project after the
date Lessee takes  possession of the premises,  except for hazardous  substances
brought onto the project by Lessee or Lessee's employees.

LIABILITY INSURANCE

Lessee shall maintain a Comprehensive  General Liability policy as delineated in
the underlying  lease with Lessor included therein as an additional  insured.  A
copy of the liability policy shall be maintained monthly in the hands of Lessor.

LEGAL COMPLIANCE

Lessee shall be appropriately  licensed, if necessary, to conduct its activities
and shall  comply  with all  current  and  future  applicable  requirements  and
building  permits  that  relate to the  premises,  or the  project  of which the
premises are to be used.  Lessee shall be liable for the cost of complying  with
all laws that arise due to the specific  nature of Lessee's use of the premises.
A copy of current  licensing  documents  shall be issued and kept up to date for
filing by Lessor.

ATTESTATION

Parties  hereto  add  the  foregoing   amendment  to  the  underlying   Standard
Industrial/Commercial  Multi-Tenant  Lease  -  Gross  produced  by the  American
Industrial  Real  Estate  Association  previously  executed  by parties  hereto.
Provisions herein are deemed to be incorporated  therein as though fully set out
therein.  Conflicts,  if any,  between said  underlying  lease and all addendums
thereto shall be resolved in favor of the provisions herein, i.e., provisions in
this addendum are controlling.

WHEREFOR,  the parties hereto set their signatures below with full knowledge of,
acceptance of, and attestation to the foregoing additionally agreed to terms.


<PAGE>

DEL MAR AVIONICS                        HIENERGY TECHNOLOGIES, INC.
Lessor                                  Lessee



/s/ B. Del Mar               2/3/04      /s/ B. C. Maglich              2/3/04
--------------------------  ---------   ----------------------------  ---------
Bruce Del Mar               Date        Bogdan C. Maglich, Ph.D.      Date
President                               President











<PAGE>
                                 Exhibit 10.1.3

                                       Map


PROJECT                       DuMONT ENGINEERING             SHEET NO  .01
CONCRETE                      Consulting Engineers           JOB NO  04-006
PROTECTIVE SHIELD             30386 Esperanza, Suite #100    DATE  January, 2004
HiEnergy Technologies, Inc.   Rancho Santa Margarita         ENGINEER
1606-B Alton Parkway          CA 92688                       K.G. DuMONT, P.E.
Irvine, CA 92606


                          TWO WAY ACTION SHEAR STRENGTH
                                (punching shear)
                           UNIT ACTING AS A WHOLE UNIT

[Graphic  of a 48'4" x 27'8"  area  with 16" and 36"  interior  walls  partially
enclosing two 15' x 15' rooms inside the Del Mar Avionics Technology building.]