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                                  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
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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
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ORIGINAL  AGREEMENT.  During  the  term of the Original Agreement, HCW served as
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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
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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
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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
                              ----------------------------






Termination Agreement - Page 2


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