THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE  SECURITIES  LAWS OR HIENERGY  TECHNOLOGIES,  INC.  SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT  REGISTRATION OF SUCH  SECURITIES  UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS
IS NOT REQUIRED.

                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                           HIENERGY TECHNOLOGIES, INC.

        Expires: 3 1/2years after effectiveness of registration statement

No.: W-__


         FOR VALUE  RECEIVED,  subject to the provisions  hereinafter set forth,
the undersigned,  HiEnergy Technologies,  Inc., a Delaware corporation (together
with  its  successors  and  assigns,   the  "Issuer"),   hereby  certifies  that
_____________________  or its  registered  assigns  ("Holder")  is  entitled  to
subscribe for and purchase,  during the period specified in this Warrant,  up to
________________________   (___________)   shares   (subject  to  adjustment  as
hereinafter  provided) of the duly  authorized,  validly issued,  fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect,  subject,  however,  to the  provisions and
upon the terms and conditions  hereinafter set forth.  Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 9 hereof. The original execution of this Warrant along with
delivery of a photocopy, telecopy or facsimile copy thereof shall be binding and
fully enforceable to the same extent as an originally executed document.

         1. Term.  The right to  subscribe  for and  purchase  shares of Warrant
Stock  represented  hereby shall  commence on August 8, 2003 and shall expire at
5:00 p.m.,  eastern time, on the date that is three and one-half years after the
date the registration statement described in paragraph 7 below becomes effective
(such period being the "Term").

         2. Method of Exercise  Payment;  Issuance of New Warrant;  Transfer and
Exchange.

         (a) Time of Exercise.  The purchase rights  represented by this Warrant
may be  exercised  in whole or in part at any time and from time to time  during
the Term commencing on August 8, 2003.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at



<PAGE>

the  principal  office of the  Issuer,  and by the  payment  to the Issuer of an
amount of  consideration  therefor  equal to the Warrant  Price in effect on the
date of such  exercise  multiplied by the number of shares of Warrant Stock with
respect to which this Warrant is then being exercised,  payable at such Holder's
election by certified or official  bank check or by wire  transfer to an account
designated by the Issuer.

         (c) Issuance of Stock Certificates. In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall  be dated  the date of such  exercise  and  delivered  within a
reasonable time, not exceeding three (3) Trading Days after such exercise or, to
the Holder  hereof at the request of the Holder and the Holder  hereof  shall be
deemed for all  purposes  to be the  Holder of the  shares of  Warrant  Stock so
purchased  as of the date of such  exercise  and (ii)  unless  this  Warrant has
expired,  a new Warrant  representing  the number of shares of Warrant Stock, if
any, with respect to which this Warrant shall not then have been exercised (less
any amount thereof which shall have been canceled in payment or partial  payment
of the Warrant Price as hereinabove provided) shall also be issued to the Holder
hereof at the Issuer's expense within such time.

         (d)  Transferability of Warrant.  Subject to Section 2(f), this Warrant
may be  transferred  by a Holder  with the  consent  of the Issuer or within the
Holder's affiliated group of partners or shareholders without the consent of the
Issuer.  If  transferred  pursuant  to  this  paragraph  and  according  to  the
provisions of subsection  (f) of this Section 2, this Warrant may be transferred
on the books of the Issuer by the Holder hereof in person or by duly  authorized
attorney,  upon surrender of this Warrant at the principal office of the Issuer,
properly  endorsed (by the Holder  executing an  assignment in the form attached
hereto) and upon payment of any  necessary  transfer  tax or other  governmental
charge imposed upon such transfer. This Warrant is exchangeable at the principal
office of the Issuer for new  replacement  Warrants for the purchase of the same
aggregate  number of shares of Warrant Stock, in all  denominations of shares of
Warrant  Stock as the Holder  hereof shall  reasonably  designate at the time of
such exchange.  All Warrants issued on transfers or exchanges shall be dated the
Original  Issue Date and shall be identical  with this Warrant  except as to the
number of shares of Warrant Stock issuable pursuant hereto.

         (e) Continuing Rights of Holder.  The Issuer will, at the time of or at
any time after each  exercise  of this  Warrant,  upon the request of the Holder
hereof,  acknowledge in writing the extent, if any, of its continuing obligation
to afford to such  Holder all rights to which such Holder  shall  continue to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure  shall not affect the  continuing  obligation,  if any, of the Issuer to
afford such rights to such Holder.

         (f) Compliance with Securities Laws.

                  (i)  The  Holder  of  this  Warrant,   by  acceptance  hereof,
acknowledges  that this Warrant or the shares of Warrant Stock to be issued upon
exercise  hereof are being acquired  solely for the Holder's own account and not
as a nominee for any other party,  and for investment,  and that the Holder will
not offer,  sell or  otherwise  dispose of this Warrant or any shares of



                                       2
<PAGE>

Warrant Stock to be issued upon exercise  hereof except pursuant to an effective
registration statement, or an exemption from registration,  under the Securities
Act and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
and all certificates  representing  shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in the following form:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  AND ANY  CERTIFICATES
         RECEIVED  IN EXCHANGE  FOR THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR
         ANY  STATE   SECURITIES   LAWS  AND  MAY  NOT  BE  SOLD,   TRANSFERRED,
         HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF UNLESS  REGISTERED  UNDER THE
         SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER
         OF THIS CERTIFICATE  SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
         REGISTRATION OF SUCH SECURITIES  UNDER THE SECURITIES ACT AND UNDER THE
         PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                  (iii) The restrictions imposed by this subsection (f) upon the
transfer of this  Warrant or the shares of Warrant  Stock to be  purchased  upon
exercise hereof shall terminate (A) when such securities  shall have been resold
pursuant to an effective  registration  statement  under the Securities Act, (B)
upon the  Issuer's  receipt  of an  opinion of  counsel,  in form and  substance
reasonably  satisfactory  to the Issuer,  addressed  to the Issuer to the effect
that such  restrictions  are no longer  required to ensure  compliance  with the
Securities  Act and state  securities  laws or (C) upon the Issuer's  receipt of
other evidence reasonably  satisfactory to the Issuer that such registration and
qualification  under  the  Securities  Act and  state  securities  laws  are not
required.  Whenever such  restrictions  shall cease and terminate as to any such
securities,  the Holder thereof shall be entitled to receive from the Issuer (or
its  transfer  agent and  registrar),  without  expense  (other than  applicable
transfer  taxes,  if any),  new  Warrants  (or, in the case of shares of Warrant
Stock, new stock  certificates) of like tenor not bearing the applicable  legend
required  by  paragraph  (ii) above  relating  to the  Securities  Act and state
securities laws.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer  represents,  warrants,  covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will, upon issuance,  be duly  authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges  created by or through Issuer.  The Issuer further  covenants and agrees
that during the period  within which this Warrant may be  exercised,  the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise  of this  Warrant a  sufficient  number  of  shares of Common  Stock to
provide for the exercise of this Warrant.


                                       3
<PAGE>

         (b) Reservation.  If any shares of Common Stock required to be reserved
for issuance  upon exercise of this Warrant or as otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before such shares may be so issued,  the Issuer will, upon
notice from the Holder of such  requirement,  in good faith use its best efforts
as  expeditiously  as  possible  at its  expense to cause such shares to be duly
registered or qualified.  If the Issuer shall list any shares of Common Stock on
any  securities  exchange  or  market it will,  at its  expense,  list  thereon,
maintain and increase when  necessary  such  listing,  of, all shares of Warrant
Stock from time to time issued upon  exercise  of this  Warrant or as  otherwise
provided  hereunder,  and,  to  the  extent  permissible  under  the  applicable
securities exchange rules, all unissued shares of Warrant Stock which are at any
time  issuable  hereunder,  so long as any  shares of Common  Stock  shall be so
listed. The Issuer will also so list on each securities  exchange or market, and
will  maintain  such listing of, any other  securities  which the Holder of this
Warrant shall be entitled to receive upon the exercise of this Warrant if at the
time  any  securities  of the same  class  shall be  listed  on such  securities
exchange or market by the Issuer.

         (c) Covenants.  The Issuer shall not by any action  including,  without
limitation,  amending  the  Certificate  of  Incorporation  or the bylaws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any  provision  of the  Certificate  of  Incorporation  or by-laws of the
Issuer in any manner  that would  adversely  affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

         (d) Loss,  Theft,  Destruction  of  Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price and Warrant Share Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as



                                       4
<PAGE>

set forth in this  Section  4. The Issuer  shall  give the Holder  notice of any
event described below which requires an adjustment pursuant to this Section 4 in
accordance with Section 5.

         (a) Recapitalization,  Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original  Issue Date shall do
any of the following (each, a "Triggering Event"): (a) consolidate with or merge
into any other  Person and the Issuer shall not be the  continuing  or surviving
corporation of such  consolidation or merger,  or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or surviving Person but, in connection with such  consolidation  or merger,  any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or any  other  property,  or (c)  transfer  all or
substantially all of its properties or assets to any other Person, or (d) effect
a capital  reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event,  proper provision shall be made so that,
upon the basis and the terms and in the manner  provided  in this  Warrant,  the
Holder of this Warrant  shall be entitled  upon the exercise  hereof at any time
after the  consummation of such Triggering  Event, to the extent this Warrant is
not exercised prior to such Triggering Event, to receive at the Warrant Price in
effect at the time  immediately  prior to the  consummation  of such  Triggering
Event in lieu of the Common Stock  issuable  upon such  exercise of this Warrant
prior to such Triggering Event, the Securities,  cash and property to which such
Holder would have been entitled upon the  consummation of such Triggering  Event
if such Holder had exercised the rights represented by this Warrant  immediately
prior thereto,  subject to adjustments  (subsequent to such corporate action) as
nearly equivalent as possible to the adjustments  provided for elsewhere in this
Section 4.

                  (ii) Notwithstanding anything contained in this Warrant to the
contrary,  the Issuer will not effect any Triggering Event unless,  prior to the
consummation  thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory  to, the Holder of this Warrant,  (A) the obligations of the Issuer
under this  Warrant (and if the Issuer shall  survive the  consummation  of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from,  any  continuing  obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance  with the foregoing  provisions of this subsection
(a),  such  Holder  shall be entitled  to  receive,  and such Person  shall have
similarly delivered to such Holder an opinion of counsel for such Person,  which
counsel  shall be  reasonably  satisfactory  to such  Holder,  stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required to deliver  upon any  exercise of this  Warrant or the  exercise of any
rights pursuant hereto.

         (b) Stock Dividends,  Subdivisions and Combinations. If at any time the
Issuer shall:

                  (i) take a record of the  holders of its Common  Stock for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, shares of Common Stock,



                                       5
<PAGE>

                  (ii) subdivide its  outstanding  shares of Common Stock into a
larger number of shares of Common Stock, or

                  (iii)  combine its  outstanding  shares of Common Stock into a
smaller number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

         (c) Form of Warrant  after  Adjustments.  The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (d)  Escrow  of  Warrant   Stock.   If  after  any   property   becomes
distributable  pursuant to this  Section 4 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the  last  shares  of  Common   Stock  for  which  this   Warrant  is  exercised
(notwithstanding  any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually  takes place,  upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein,  if the event for which such record was taken fails to occur or
is  rescinded,  then such  escrowed  shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of  Adjustments.  Whenever the Warrant Price or Warrant Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "final four"  selected by the Holder,
provided  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of his selection of such firm to object thereto,  in which case such
Holder  shall  select  another  such firm and the



                                       6
<PAGE>

Issuer shall have no right of objection. The firm selected by the Holder of this
Warrant as provided in the preceding  sentence  shall be instructed to deliver a
written  opinion as to such matters to the Issuer and such Holder  within thirty
(30) days after  submission to it of such  dispute.  Such opinion shall be final
and binding on the parties hereto.

         6.  Fractional  Shares.  No fractional  shares of Warrant Stock will be
issued in connection  with and exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Registration of Warrant Stock. The Issuer shall cause a Registration
Statement  on Form SB-2 that  includes  the  Warrant  Stock to be filed with the
Securities and Exchange Commission.  If the Holder continues to hold the Shares,
the Company  will pay Holder in arrears in like kind a number of Warrants  equal
to one and one half  percent of the  Warrants  continued to be held by Holder on
the 15th day of the first full calendar month occurring after September 15, 2003
if the  Company  has not  caused the  shares to become  registered  by that day.
Thereafter  the  percentage  shall  increase by an  additional  one percent each
month, eg., the second month's percentage shall be 2.5%, so that on the 15th day
the Company  will pay Holder in arrears in like kind a number of Shares equal to
two and one half percent of the  Warrants  continued to be held by Holder on the
15th day of the second full  calendar  month.  There shall be no increase if the
increase is exceeds the amount permitted by law. In addition, no such payment is
due to the extent such payment  causes the total  amount  payable for failure to
obtain an effective  registration  statement  to exceed the amount  permitted by
law. The Issuer shall cause a Registration  Statement on Form SB-2 that includes
the Warrant Shares to remain effective to the date all the Warrant Shares may be
sold at one time under Rule 144. It is the express intention of the parties that
at all times they shall comply with all applicable  laws,  including usury laws.
This  Agreement  shall  automatically  be  modified to the extent  necessary  to
achieve that purpose.  With the exception of the Company's current  Registration
Statement on Form SB-2 (Reg.  No.  333-101055)  and the  Registration  Statement
referred to herein,  which shall include  other  securities in addition to those
described  herein,  the  Company  shall not cause  any  additional  registration
statement to become  effective prior to the  effectiveness  of the  registration
statement referred to herein.

         8. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this  Warrant,  at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock owned by such Holder at such time,  the number of shares
of Common Stock which would result in such Holder owning more than 4.999% of all
of the Common Stock  outstanding at such time;  provided,  however,  that upon a
Holder of this  Warrant  providing  the Issuer with  sixty-one  (61) days notice
(pursuant  to Section 13 hereof) (the  "Waiver  Notice")  that such Holder would
like to waive this Section 8(a) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 8(a) will be of no force or
effect with regard to all or a portion of the Warrant  referenced  in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant;  provided,  further, that the Holder shall be entitled
to waive this  provision  immediately  in  connection  with the exercise of this
Warrant with respect to Called Warrant Stock.



                                       7
<PAGE>

         (b) The Holder may not  exercise  the Warrant  hereunder  to the extent
such exercise would result in the Holder  beneficially  owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  provided,  however,  that  upon a Holder of this
Warrant  providing  the Company with a Waiver Notice that such Holder would like
to waive this  Section  8(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 8(b) shall be of no force
or effect with regard to those shares of Warrant Stock  referenced in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant;  provided,  further, that the Holder shall be entitled
to waive this  provision  immediately  in  connection  with the exercise of this
Warrant with respect to Called Warrant Stock.

         9. Definitions.  For the purposes of this Warrant,  the following terms
have the following meanings:

         "Board" shall mean the Board of Directors of the Issuer.

         "Capital  Stock" means and includes (i) any and all shares,  interests,
participations  or other  equivalents  of or interests  in (however  designated)
corporate  stock,  including,   without  limitation,   shares  of  preferred  or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a  partnership,  (iii) all  membership  interests or limited
liability  company  interests  in any limited  liability  company,  and (iv) all
equity or ownership interests in any Person of any other type.

         "Certificate of  Incorporation"  means the Certificate of Incorporation
of the Issuer as in effect on the Original  Issue Date,  and as  hereafter  from
time to time amended, modified,  supplemented or restated pursuant to applicable
law.

         "Common Stock" means the Common Stock,  par value $0.001 per share,  of
the Issuer and any other Capital Stock into which such stock may then be changed
or exchanged.

         "Governmental   Authority"  means  any   governmental,   regulatory  or
self-regulatory  entity,  department,  body,  official,  authority,  commission,
board, agency or instrumentality,  whether federal,  state or local, and whether
domestic or foreign.

         "Holders"  means the  Persons  who from time to time shall then own the
Warrants.

         The term "Holder" means one of the Holders.

         "Independent Appraiser" means a nationally recognized or major regional
investment  banking firm or firm of independent  certified public accountants of
recognized standing (which



                                       8
<PAGE>

may be the firm that regularly examines the financial  statements of the Issuer)
that is regularly  engaged in the business of  appraising  the Capital  Stock or
assets of  corporations  or other entities as going  concerns,  and which is not
affiliated with either the Issuer or the Holder of any Warrant.

         "Issuer" means HiEnergy Technologies, Inc., a Delaware corporation, and
its successors.

         "Majority   Holders"   means  at  any  time  the  Holders  of  Warrants
exercisable  for a majority of the shares of Warrant  Stock  issuable  under the
Warrants at the time outstanding.

         "Original Issue Date" means August __, 2003.

         "OTC Bulletin  Board" means the  over-the-counter  electronic  bulletin
board.

         "Other Common" means any other Capital Stock of the Issuer of any class
which shall be authorized at any time after the date of this Warrant (other than
Common Stock) and which shall have the right to participate in the  distribution
of earnings and assets of the Issuer without limitation as to amount.

         "Person" means an individual,  corporation,  limited liability company,
partnership,  joint stock company,  trust,  unincorporated  organization,  joint
venture, Governmental Authority or other entity of whatever nature.

         "Per Share Market Value" means on any  particular  date (a) the closing
bid  price  for a share of  Common  Stock  in the  over-the-counter  market,  as
reported  by  the  OTC  Bulletin  Board  or in  the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting  prices),  or as reported by such other senior United  States  trading
facility as the Issuer may elect,  at the close of business on such date, or (b)
if the  Common  Stock  is not then  reported  by the OTC  Bulletin  Board or the
National  Quotation  Bureau  Incorporated  (or  similar  organization  or agency
succeeding to its functions of reporting  prices) or by such other senior United
States trading  facility as the Issuer may elect,  then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the  Board,  or (c) if the  Common  Stock is not then  publicly  traded the fair
market  value of a share of  Common  Stock as  determined  by the  Board in good
faith;  provided,  however,  that the  Majority  Holders,  after  receipt of the
determination  by the Board,  shall have the right to select,  jointly  with the
Issuer, an Independent Appraiser,  in which case, the fair market value shall be
the determination by such Independent Appraiser; and provided,  further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock  dividends,  stock splits or other  similar  transactions  during such
period.  The  determination  of fair  market  value shall be based upon the fair
market  value of the Issuer  determined  on a going  concern  basis as between a
willing buyer and a willing seller and taking into account all relevant  factors
determinative  of value,  and  shall be final and  binding  on all  parties.  In
determining   the  fair  market  value  of  any  shares  of  Common  Stock,   no
consideration shall be given to any restrictions on transfer of the Common Stock
imposed by agreement or by federal or state securities laws, or to the existence
or absence of, or any limitations on, voting rights.



                                       9
<PAGE>

         "Registration  Statement"  means a registration  statement on Form SB-2
registering the Warrant Stock.

         "Securities" means any debt or equity securities of the Issuer, whether
now or hereafter authorized, any instrument convertible into or exchangeable for
Securities or a Security,  and any option, warrant or other right to purchase or
acquire any Security. "Security" means one of the Securities.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
similar federal statute then in effect.

         "Subsidiary"  means any  corporation at least 50% of whose  outstanding
Voting Stock shall at the time be owned  directly or indirectly by the Issuer or
by one or  more of its  Subsidiaries,  or by the  Issuer  and one or more of its
Subsidiaries.

         "Term" has the meaning specified in Section 1 hereof.

         "Trading  Day" means (a) a day on which the  Common  Stock is traded on
the OTC  Bulletin  Board,  or (b) if the  Common  Stock is not traded on the OTC
Bulletin   Board,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting  prices) or such other senior United States trading facility as in the
issuer may elect; provided,  however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof,  then  Trading Day shall
mean any day except Saturday,  Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of Georgia are authorized or
required by law or other government action to close.

         "Voting  Stock"  means,   as  applied  to  the  Capital  Stock  of  any
corporation,  Capital Stock of any class or classes (however  designated) having
ordinary voting power for the election of a majority of the members of the Board
of Directors (or other governing body) of such  corporation,  other than Capital
Stock having such power only by reason of the happening of a contingency.

         "Warrants"  means this  Warrant,  and any other  warrants of like tenor
issued in substitution  or exchange for this Warrant  pursuant to the provisions
of Section 2(c), 2(d) or 2(e) hereof.

         "Warrant  Price"  initially  means U.S. $__, in cash,  per each one (1)
share of Common Stock, par value $0.001 and subsequently means from time to time
the  Warrant  Price  as shall  result  from the  adjustments  specified  in this
Warrant, including Section 4 hereto.

         "Warrant  Stock"  means  Common  Stock  issuable  upon  exercise of any
Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

         10. Other Notices. In case at any time:

                  (A) the Issuer shall make any  distributions to the holders of
Common Stock; or



                                       10
<PAGE>

                  (B) the Issuer shall  authorize the granting to all holders of
its Common  Stock of rights to  subscribe  for or purchase any shares of Capital
Stock of any class or other rights; or

                  (C) there shall be any  reclassification  of the Capital Stock
of the Issuer; or

                  (D) there shall be any capital  reorganization  by the Issuer;
or

                  (E) there shall be any (i)  consolidation  or merger involving
the Issuer or (ii) sale,  transfer or other  disposition of all or substantially
all of the  Issuer's  property,  assets  or  business  (except a merger or other
reorganization  in which the Issuer shall be the surviving  corporation  and its
shares of Capital  Stock shall  continue to be  outstanding  and  unchanged  and
except a consolidation,  merger, sale, transfer or other disposition involving a
wholly-owned Subsidiary); or

                  (F) there shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Issuer or any partial liquidation of the Issuer
or distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the action in  question  and not less than  twenty  (20) days
prior to the record date or the date on which the  Issuer's  transfer  books are
closed in  respect  thereto.  The  Holder  shall  have the right to send two (2)
representatives  selected  by him to each  meeting,  who shall be  permitted  to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive  copies of all  financial  and other  information
distributed or required to be distributed to the holders of the Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the  Majority  Holders;  provided,  however,  that such  amendment or
waiver shall never at any time  increase the Warrant  Price,  shorten the period
during  which this  Warrant may be  exercised,  reduce the  aggregate  number of
shares of Warrant  Stock which may at such time be  purchased  upon  exercise of
this  Warrant,  after  giving  effect to all prior  adjustments  to such  number
required  to be made under the terms  hereof,  or modify any  provision  of this
Section 11 without the consent of the Holder of this Warrant Certificate.



                                       11
<PAGE>

         12.  Governing  Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally  recognized  overnight courier service or
(iv)  actual  receipt by the party to whom such  notice is required to be given.
The  addresses  for such  communications  shall be with respect to the Holder of
this  Warrant or of Warrant  Stock  issued  pursuant  hereto,  addressed to such
Holder at his last known address or facsimile  number  appearing on the books of
the Issuer  maintained for such purposes,  with a copy to its legal counsel,  or
with respect to the Issuer, addressed to:

                                    HiEnergy Technologies, Inc.
                                    1601 Alton Parkway, Unit B
                                    Irvine, California 92606
                                    Attention: President
                                    Tel. No.: (949) 757-0855
                                    Fax No.: (949) 757-1477

with a copy to:                     Yocca Patch & Yocca, LLP
                                    19900 MacArthur Blvd, Suite 650
                                    Irvine, CA 92612
                                    Attention: Nicholas J. Yocca, Esq.
                                    Tel No.: (949) 253-0800
                                    Fax No.: (949) 253-0870

Any party hereto may from time to time change its or its  counsel's  address for
notices by giving at least ten (10) days written notice of such changed  address
to the other party hereto.

         14. Warrant Agent.  The Issuer may, by written notice to each Holder of
this  Warrant,  appoint an agent  having an office in Georgia for the purpose of
issuing  shares of Warrant  Stock on the  exercise of this  Warrant  pursuant to
subsection  (b) of  Section  2  hereof,  exchanging  this  Warrant  pursuant  to
subsection  (d) of  Section 2 hereof  or  replacing  this  Warrant  pursuant  to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         15.  Remedies.  The Issuer  stipulates  that the remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that,  to the fullest  extent  permitted by
law,  such  terms may be  specifically  enforced  by a decree  for the  specific
performance  of any agreement  contained  herein or by an  injunction  against a
violation of any of the terms hereof or otherwise.



                                       12
<PAGE>

         16.  Successors  and  Assigns.  This  Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17.  Modification and Severability.  If, in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

         18.  Headings.  The  headings of the  Sections of this  Warrant are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

         IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day
and year first above written.

         HIENERGY TECHNOLOGIES, INC.


         By:
            -----------------------------------------
         Name:  Bogdan C. Maglich
         Title:  Chief Executive Officer


                                              FOR USE BY ISSUER ONLY
                                              Warrant No.: W-__
                                              Registered Holder: __________



                                       13
<PAGE>




                                  EXERCISE FORM


The  undersigned,  _______________________,  pursuant to the  provisions  of the
within Warrant,  hereby elects to purchase  _______ shares covered by the within
Warrant to Purchase of Common Stock.

Dated: _________________               Signature
                                                ------------------------------
Warrant No. W-__

                                       Address
                                              -------------------------------


                                   ASSIGNMENT

FOR  VALUE  RECEIVED,  the  undersigned,  _________________,   pursuant  to  the
provisions  of the within  Warrant  hereby  sells,  assigns and  transfers  unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________               Signature
                                                ------------------------------
Warrant No. W-__

                                       Address
                                              -------------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned,  _________________,  hereby sells, assigns
and transfers unto  __________________ the right to purchase _________ shares of
Warrant Stock evidenced by the within Warrant  together with all rights therein,
and does irrevocably  constitute and appoint  ___________________,  attorney, to
transfer  that part and  reissue  the  remainder  of the  within  Warrant to the
undersigned on the books of the Issuer.

Dated: _________________               Signature
                                                ------------------------------
Warrant No. W-__

                                       Address
                                              -------------------------------



                             FOR USE BY ISSUER ONLY:

This Warrant No. W-__ was issued on August __, 2003.

This  Warrant  is  (canceled  or  transferred  or  exchanged  or  exercised)  on
________,______ for the following:

Stock Certificate No.  #shares of Common Stock   Name of Registered
                                                 Holder/Address and Tax ID No.




Stock Certificate No.  #shares of Common Stock   Name of Registered
                                                 Holder/Address and Tax ID No.