EXHIBIT 10.1.2


                                ADDENDUM - No. 2A


         To "Standard Industrial/Commercial Multi-Tenant Lease - Gross"
              Of the "American Industrial Real Estate Association"
                      Executed on or about 15 October 2002
                                       And
                   Addendum to Above Lease dated 01 July 2003


           Del Mar Avionics, Lessor, and HiEnergy Technologies, Lessee

                                 01 January 2004

WHEREAS,  Lessee  desires  to  continue  to lease  additional  parking  area for
construction and temporary  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 for a  temporary  period (not to exceed six
[6] months) a defined secure area (40' x 60') of the Del Mar Avionics Technology
parking area for a period not to exceed six (6) months to Lessee, said protected
area being more clearly delineated in the attached map and schedule.

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  at $.50/ft2 for a 40 x 60' specified  secure area =
2400 ft2. Monthly rent is therefore $1,200/month commencing 1 January 2004.

PERIOD

Lease period shall commence on 1 January 2004 and continue for six (6) months on
a  month-to-month  basis.  Term for the lease period shall,  however,  be on the
month-to-month basis not to exceed six (6) months total duration.

TERMINATION

The lease shall  terminate  no later than 30 June 2004;  however,  either  party
hereto may give,  and must give a thirty-day  notice to terminate  the lease and
vacate the secure area premises.

PROPERTY ALTERATION

It is understood that Lessee's has built a concrete enclosure within said Secure
Area with thick walls to prevent spurious transmission of nuclear particles from
the enclosed area. It is also  understood  that alteration of the ground support
has been made to support the heavy concrete enclosure structure.  Parties hereto
both understand that it is exclusively Lessee's  responsibility to maintain said
concrete enclosure, and it is also exclusively Lessee's responsibility to return
the  premises  to their  previous  state and  normal  parking  area  state  upon
termination of said lease. Repair and reconstruction of the Secure Area premises
must be  accomplished  in a timely  manner and within the  thirty-day  notice to
terminate period.


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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

As additional  security of the Secured Area,  Lessee shall  maintain a temporary
chain link fence around the  perimeter of the Secured Area which can be accessed
only  through a locked  gate.  All  vehicles  associated  with the Secured  Area
activities or Lessee's  activities in general must be parked within the fence of
said Secured Area or in Lessee's normal parking area near Building 1601.

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.

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:


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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 brought
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.

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.

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.

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


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                                 Exhibit 10.1.2

                                       Map

[This attachment represents a graphic of the Del Mar Avionics Technology parking
area,  including  an  outline  of a 60  foot by 40 foot  area  used by  HiEnergy
Technologies, Inc.]