EXHIBIT 10.29


                              TERMINATION AGREEMENT
                                 BY AND BETWEEN
                           HIENERGY TECHNOLOGIES, INC.
                                       AND
                           H.C. WAINWRIGHT & CO., INC.

THIS TERMINATION  AGREEMENT  ("Agreement")  executed on the 27 day of November ,
2002,   terminates  that  certain   Placement  Agent  Agreement  (the  "Original
Agreement")  entered  into as of the 8th day of  August,  2002,  by and  between
HiEnergy Technologies, Inc. ("HiEnergy" of the "Company"), and H.C. Wainwright &
Co., Inc. ("HCW").

1.  TERMINATION.  Subject to the terms and  conditions  of this  Agreement,  the
Original Agreement is terminated effective as of the date first set forth above.
The Original  Agreement shall be of no further force or effect, and the parties'
obligations  thereunder  shall be deemed  completely  performed and  discharged.
Except  as set  forth in this  Agreement,  any  liabilities  arising  out of the
Original Agreement and performances  rendered thereunder are hereby released and
shall be deemed satisfied in their entirety.

2. FURTHER ASSURANCES  REGARDING CERTAIN ACCRUED  OBLIGATIONS UNDER THE ORIGINAL
AGREEMENT.  During the term of the Original  Agreement,  HCW served as placement
agent for a Series A  Convertible  Preferred  Stock  offering that yielded gross
proceeds of $929,625 and a common stock  offering that yielded gross proceeds of
$1,822,400.85.  In connection with these offerings,  HCW earned a cash fee of 8%
of gross proceeds and 279,540 warrants.  In addition,  HCW earned a retainer fee
of 100,000 warrants. From and after the date of this Agreement, upon the request
of HCW or the  Company,  each of the Company  and HCW shall  execute and deliver
such instruments,  documents,  and other writings as may be reasonably necessary
or desirable to satisfy the preceding obligations.

3. GRANT OF  WARRANTS.  The  Company  shall issue  warrants to purchase  150,000
shares,  substantially  similar  to those  earned  in  respect  of the  Series A
Convertible  Preferred  Stock  offering  and the common stock  offering,  with a
five-year term commencing  November 26, 2002, and an exercise price of $2.48 per
share, to the persons (the  "Holders") set forth on Schedule # attached  hereto.
If at any time  following the  preparation,  filing,  and  effectiveness  of the
registration  statement  covering  the  Series  A  Convertible  Preferred  Stock
offering and the common stock  offering,  the Company shall determine to prepare
and file with the  Commission a registration  statement  relating to an offering
for its own account or the account of others under the  Securities Act of any of
its equity  securities,  other than on Form S-4 or Form S-8 (each as promulgated
under  the  Securities  Act)  or  their  then  equivalents  relating  to  equity
securities to be issued solely in connection  with any acquisition of any entity
or business or equity  securities  issuable in  connection  with stock option or
other employee  benefit  plans,  the Company shall permit the Holders to include
the shares underlying their warrants in such registration statement.


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4.  COUNTERPARTS  AND  FACSIMILE  SIGNATURE.  This  Agreement  may be  signed in
counterparts,  all of  which  when  taken  together  shall  constitute  a single
executed  document.  Signatures  transmitted by facsimile  shall be deemed valid
execution of this Agreement binding on the parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                              HIENERGY  TECHNOLOGIES,  INC.


                              By: /s/ Tom Pascoe
                              ----------------------------------
                              Tom  Pascoe,  President  and  CEO

                              H.C. WAINWRIGHT & CO., INC.


                              By: /s/ Matthew Balk
                              ----------------------------
                              Name: Matthew Balk
                              ----------------------------
                              Title:  Managing  Director
                              ----------------------------



<PAGE>


                                   SCHEDULE 3


Below is a listing of holders of H.C. Wainwright & Co., Inc. warrants granted on
the terms  agreed upon in the  Termination  Agreement  by and  between  HiEnergy
Technologies, Inc. & H.C. Wainwright & Co., Inc.


                                           NO. OF      PRICE PER      DATE OF
       HOLDER                WARRANT NO.   SHARES        SHARE       ISSUANCE
---------------------------  -----------  --------   ------------- ------------
Sherbrooke Partners, LLC        W-053      80,000        $2.48       12/9/2002

Jason Adelman                   W-054      40,000        $2.48       12/9/2002

Steven Markovich                W-055       5,000        $2.48       12/9/2002

H.C. Wainwright & Co., Inc.     W-056      25,000        $2.48       12/9/2002