Exhibit 10.72


                                ESCROW AGREEMENT


                  This  ESCROW  AGREEMENT  (this  "Agreement")  is  made  as  of
________, 2003, by and among HiEnergy Technologies, Inc., a Delaware corporation
(the  "Seller"),  the  buyer  of the  Seller's  securities  as set  forth on the
signature   page  hereto  or  any   permitted   assignee  of  such  person  (the
"Purchaser"), and Yocca Patch & Yocca, LLP, having an address at 19900 MacArthur
Blvd.,  Suite 650, Irvine,  California  92612 (the "Escrow Agent").  CAPITALIZED
TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE STOCK
PURCHASE AGREEMENT REFERRED TO IN THE FIRST RECITAL.

                  WHEREAS,  the  Purchaser  will  purchase  from the  Seller for
$_____ in cash (the "Purchase  Price") a total of _____ shares of authorized and
previously unissued Common Stock, par value $0.001, of the Seller (the "Shares")
plus a  warrant  to  purchase  an  additional  _____  shares of  authorized  and
previously  unissued  Common  Stock,  par  value  $0.001,  of  the  Seller  (the
"Warrant")  pursuant to the Stock Purchase Agreement (the "Purchase  Agreement")
entered into between the Purchaser and the Seller,  and such Shares and Warrants
shall be sold and issued  pursuant to the terms and conditions  contained in the
Purchase Agreement; and

                  WHEREAS,  the Seller and the Purchaser have requested that the
Escrow Agent hold in escrow the applicable purchase price pending receipt by the
Purchaser  of the Shares  and the  Warrant  issuable  pursuant  to the  Purchase
Agreement;

                  NOW,  THEREFORE,  in consideration of the covenants and mutual
promises contained herein and other good and valuable consideration, the receipt
and legal  sufficiency  of which are hereby  acknowledged  and  intending  to be
legally bound hereby, the parties agree as follows:

                                   ARTICLE I

                               TERMS OF THE ESCROW

                  1.1 On the date that the Seller and the  Purchaser  enter into
the Purchase  Agreement,  the  Purchaser  shall send the  Purchase  Price of the
Shares, as set forth on the signature pages hereto (the "Purchase Payment"),  to
the Escrow Agent.

                  1.2 Seller shall  promptly  thereafter,  but not more than one
(1) Trading Day after Escrow Agent's receipt of the Purchase  Payment from or on
behalf of the Purchaser,  cause its transfer agent or  intermediary to issue the
Shares  issuable  to  the  Purchaser  by  delivery  of  a  duly  executed  stock
certificate  representing  the Shares and cause the Warrant to be  delivered  to
Purchaser directly or through an agent or intermediary.

                  1.3 Upon receipt of written  confirmation  that the Shares and
Warrant have been  delivered,  the Escrow Agent shall, as promptly as reasonably
practicable,  wire or pay 100% of the  Purchase  Payment  to the  Seller per the
wiring or other instructions of the Seller.

                  1.4 In the event that,  within  three (3) Trading  Days of the
date of the Escrow  Agent's  notice that the Purchase  Price was  received,  the
applicable Shares and Warrant are not received by Purchaser, then the Purchaser


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shall have the right to demand,  by notice to the Escrow  Agent and the  Seller,
the return of the full Purchase Payment,  and, at the election of the Purchaser,
the Purchase Agreement with the Purchaser shall be deemed null and void.

                  1.5  Purchaser  hereby  appoints  _________  as his  agent and
attorney-in-fact  for purposes of giving  notices and receipts of notices  under
this  Agreement,  and the  Escrow  Agent  may rely  upon  instructions  or other
communications  received from such attorney in fact as if such  instructions  or
communications were received directly from Purchaser.

                  1.6  Wire  transfers  to the  Escrow  Agent  shall  be made as
follows:

         Account Name:              Attorney Client Trust Account

         Account Number:            1664304022

         Routing Number:            121000358

         Bank:                      Bank of America
                                    Irvine Industrial Branch
                                    4101 MacArthur Boulevard
                                    Newport Beach, CA 92660

         Bank Contact:              John V. Dao, Senior Bank Officer
                                    (949) 477-2901


                                   ARTICLE II

                                  MISCELLANEOUS

                  2.1.  No waiver or any  breach of any  covenant  or  provision
herein contained shall be deemed a waiver of any preceding or succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any  obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

                  2.2. All notices or other communications required or permitted
hereunder  shall be in  writing,  and shall be sent by fax,  overnight  courier,
registered or certified mail,  postage prepaid,  return receipt  requested,  and
shall be deemed  received  upon  receipt  thereof,  as set forth in the Purchase
Agreement.

                  2.3. This  Agreement  shall be binding upon and shall inure to
the benefit of the permitted  successors  and  permitted  assigns of the parties
hereto.

                  2.4. This  Agreement is the final  expression of, and contains
the entire  agreement  between,  the parties with respect to the subject  matter
hereof and  supersedes  all prior  understandings  with  respect  thereto.  This
Agreement may not be modified, changed,  supplemented or terminated, nor may any


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obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by their  respective  agents duly authorized in writing
or as otherwise expressly permitted herein.

                  2.5. Whenever  required by the context of this Agreement,  the
singular shall include the plural and masculine shall include the feminine. This
Agreement  shall  not be  construed  as if it had  been  prepared  by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Agreement.

                  2.6. The parties  hereto  expressly  agree that this Agreement
shall be governed by, interpreted under and construed and enforced in accordance
with the laws of the State of Delaware.  Except as expressly  set forth  herein,
any action to enforce, arising out of, or relating in any way to, any provisions
of this Agreement shall be brought in the Federal or state courts of Delaware is
more fully set forth in the Purchase Agreement.

                  2.7.  The Escrow  Agent's  duties  hereunder  may be  altered,
amended,  modified or revoked only by a writing signed by the Seller,  Purchaser
and the Escrow Agent.

                  2.8.  The  Escrow  Agent  shall  be  obligated  only  for  the
performance of such duties as are specifically set forth herein and may rely and
shall be  protected  in  relying or  refraining  from  acting on any  instrument
reasonably believed by the Escrow Agent to be genuine and to have been signed or
presented  by the  proper  party or  parties.  The  Escrow  Agent  shall  not be
personally liable for any act the Escrow Agent may do or omit to do hereunder as
the  Escrow  Agent  while  acting in good  faith,  excepting  only its own gross
negligence  or  willful  misconduct,  and any act done or  omitted by the Escrow
Agent pursuant to the advice of the Escrow Agent's  attorneys-at-law (other than
Escrow Agent itself) shall be conclusive evidence of such good faith.

                  2.9.  The  Escrow  Agent is  hereby  expressly  authorized  to
disregard  any and all  warnings  given by any of the  parties  hereto or by any
other person or  corporation,  excepting only orders or process of courts of law
and is hereby expressly authorized to comply with and obey orders,  judgments or
decrees of any court.  In case the Escrow Agent obeys or complies  with any such
order,  judgment or decree,  the Escrow  Agent shall not be liable to any of the
parties  hereto or to any other person,  firm or  corporation  by reason of such
decree being subsequently  reversed,  modified,  annulled, set aside, vacated or
found to have been entered without jurisdiction.

                  2.10.  The Escrow  Agent shall not be liable in any respect on
account of the  identity,  authorization  or rights of the parties  executing or
delivering  or  purporting  to execute or deliver the Purchase  Agreement or any
documents or papers deposited or called for thereunder or hereunder.

                  2.11.  The Escrow Agent shall be entitled to employ such legal
counsel and other  experts as the Escrow  Agent may deem  necessary  properly to
advise the Escrow Agent in connection with the Escrow Agent's duties  hereunder,
may rely upon the advice of such  counsel,  and may pay such counsel  reasonable
compensation  therefor.  THE ESCROW AGENT ACTS AS LEGAL  COUNSEL FOR THE SELLER,
AND SHALL CONTINUE TO ACT AS LEGAL COUNSEL FOR THE SELLER,  NOTWITHSTANDING  ITS
DUTIES AS THE ESCROW AGENT  HEREUNDER.  THE SELLER  COMPENSATES THE ESCROW AGENT
FOR PERFORMING DUTIES  HEREUNDER.  THE PURCHASER AND SELLER EACH CONSENTS TO THE


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<PAGE>


ESCROW  AGENT IN SUCH  CAPACITY  AS LEGAL  COUNSEL FOR THE SELLER AND WAIVES ANY
CLAIM THAT SUCH REPRESENTATION REPRESENTS A CONFLICT OF INTERESTS ON THE PART OF
THE ESCROW AGENT.  THE SELLER AND PURCHASER EACH  UNDERSTAND THAT THE SELLER AND
THE ESCROW AGENT ARE RELYING  EXPLICITLY ON THE FOREGOING  PROVISION IN ENTERING
INTO THIS AGREEMENT.

                  2.12.  The Escrow  Agent's  responsibilities  as escrow  agent
hereunder  shall terminate if the Escrow Agent shall resign by written notice to
the  Seller  and the  Purchaser.  In the  event  of any  such  resignation,  the
Purchaser and the Seller shall appoint a successor Escrow Agent.

                  2.13. If the Escrow Agent reasonably requires other or further
instruments in connection  with this Agreement or obligations in respect hereto,
the necessary parties hereto shall join in furnishing such instruments.

                  2.14.  It is  understood  and agreed  that  should any dispute
arise with respect to the delivery  and/or  ownership or right of  possession of
the documents or the escrow funds held by the Escrow Agent hereunder, the Escrow
Agent is  authorized  and  directed  to deliver  the escrow  funds and any other
property and documents held by the Escrow Agent  hereunder to a state or Federal
court having competent  subject matter  jurisdiction and located in the State of
Delaware in accordance with the applicable procedure therefor.

                  2.15. The Seller and the Purchaser agree jointly and severally
to indemnify  and hold  harmless the Escrow Agent and its  partners,  employees,
agents  and  representatives  from  any and all  claims,  liabilities,  costs or
expenses in any way arising from or relating to the duties or performance of the
Escrow  Agent  hereunder  or  the  transactions  contemplated  hereby  or by the
Purchase Agreement other than any such claim, liability,  cost or expense to the
extent the same shall have been determined by final,  unappealable judgment of a
court of competent  jurisdiction  to have resulted from the gross  negligence or
willful misconduct of the Escrow Agent.

                  2.16.  The  execution  of  this  Agreement  and  delivery  and
exchange of signed copies by facsimile,  in one or more  counterparts,  shall be
deemed fully valid and binding. The parties also agree to forward promptly their
original signature on a copy of this Agreement to the other party.





                         [SIGNATURES ON FOLLOWING PAGE]



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<PAGE>



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


SELLER:                                       ESCROW AGENT:

HIENERGY TECHNOLOGIES, INC.                   YOCCA PATCH & YOCCA, LLP

By:  __________________________               By:  _____________________________
Name: Bogdan C. Maglich                       Name:  Nicholas J. Yocca
Title: Chairman, CEO and Treasurer            Title:  Partner


PURCHASER:


By:___________________________
Name:
Title:


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