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                                  EXHIBIT 10.34

                             STOCK OPTION AGREEMENT
                           (NONQUALIFIED STOCK OPTION)

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<CAPTION>
<S>                         <C>
OPTIONEE:              Derek W. Woolston

NUMBER OF SHARES:      13,636

OPTION EXERCISE PRICE: $2.24 per Share

DATE OF GRANT:        December 19, 2002

EXERCISE TERM:        Ten Years from the Date of Grant

VESTING SCHEDULE:     25% on the date 3 months following the Date of Grant;
                      25%  on  the  date  6  months  following  the Date of Grant;
                      25%  on  the  date  9  months  following  the Date of Grant;
                      25%  on  the  date  1  year  following  the  Date  of Grant.


     THIS OPTION AGREEMENT (the "AGREEMENT") is entered into effective as of the
19th  day  of  December,  2002  by  and  between  HIENERGY TECHNOLOGIES, INC., a
Delaware  corporation  (the "Company"), and the individual designated above (the
"Optionee").
</TABLE>
                                    RECITALS
                                    --------

     WHEREAS,  QED  Law  Group, P.L.L.C., a Washington limited liability company
("QED"),  has  provided  legal  services  to  the  Company;  and

     WHEREAS,  the  Optionee,  as  a  member of QED, has agreed to accept, as an
accommodation  to  adjust  amounts owing to QED, stock options from the Company;

NOW,  THEREFORE,  the  parties  agree  to  the  terms and conditions as follows:

1.     GRANT OF OPTION.

1.1     Option.  An option to purchase shares of the Company's Common Stock, par
        ------
     value  $0.001  per  share, (the "Shares") is hereby granted to the Optionee
(the  "Option").

1.2     Number  of  Shares.  The number of Shares that the Optionee can purchase
        ------------------
upon  exercise  of  the  Option  is  set  forth  above.

1.3     Option  Exercise Price.  The price the Optionee must pay to exercise the
        ----------------------
Option  (the  "Option  Exercise  Price")  is  set  forth  above.


Stock Option Agreement, Derek W. Woolston - Page 1

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1.4     Date  of Grant.  The date the Option is granted (the "Date of Grant") is
        --------------
set  forth  above.

1.5     Type  of  Option.  The  Option  is  intended  to be a Nonqualified Stock
        ----------------
Option.  It  is  not intended to qualify as an Incentive Stock Option within the
meaning  of  Section  422  of the Internal Revenue Code of 1986, as amended from
time  to  time,  or  any  successor  provision  thereto.

1.6     Condition.  The  Option  is  conditioned  on the Optionee's execution of
        ---------
this  Agreement.  If  this  Agreement is not executed by the Optionee, it may be
canceled  by  the  Company's  Board  of Directors or a duly authorized committee
thereof  (the  "Board").

2.     DURATION.

     The  Option  shall  be exercisable to the extent and in the manner provided
herein  during  the  Exercise Term, which is set forth above; provided, however,
that  the  Option  may  be earlier terminated as provided in Section 1.6 hereof.

3.     VESTING.

     The Option shall vest, and may be exercised, with respect to the Shares, on
or after the dates set forth above, subject to earlier termination of the Option
as  provided  in  Section  1.6 hereof.  The right to purchase the Shares as they
become  vested  shall  be cumulative and shall continue during the Exercise Term
unless  sooner  terminated  as  provided  herein.

4.     MANNER OF EXERCISE AND PAYMENT.

4.1     To  exercise  the  Option, the Optionee must deliver a completed copy of
the Option Exercise Form, attached hereto as Exhibit A, to the address indicated
on  such  Form or such other address designated by the Company from time to
time.  Contemporaneously  with  the  delivery  of  the Option Exercise Form, the
Optionee  shall  tender  the  Option Exercise Price to the Company, (i) by cash,
check,  wire  transfer  or  such  other  method  of  payment  (e.g., delivery or
attestation  of  Shares already owned) as may be acceptable to the Company, (ii)
by  "cashless  exercise"  in  accordance with the provisions of Section 4.3, but
only  when  a  registration  statement  under Securities Act qualifying a public
offering  of  the  underlying  Shares  is  not  then  in  effect,  or (iii) by a
combination  of  the  foregoing methods of payment selected by the Optionee. The
Option  may  be exercised in whole or in part with respect to the vested Shares.
Within  ten  (10) days of delivery of the Option Exercise Form and tender of the
Option  Exercise  Price,  the  Company shall deliver certificates evidencing the
Shares  to  the  Optionee,  duly endorsed for transfer to the Optionee, free and
clear  of  all  liens,  security  interests, pledges or other claims or charges.

4.2     The  Optionee shall not be deemed to be the holder of, or to have any of
the  rights  of  a holder with respect to any Shares subject to the Option until


Stock Option Agreement, Derek W. Woolston - Page 2

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(i) the Option shall have been exercised pursuant to the terms of this Agreement
and  the Optionee shall have paid the full purchase price for the number of
Shares in respect of which the Option was exercised, (ii) the Company shall have
issued  and  delivered the Shares to the Optionee, and (iii) the Optionee's name
shall  have been entered as a stockholder of record on the books of the Company,
whereupon  the  Optionee  shall have full voting and other ownership rights with
respect  to  such  Shares.

4.3     Notwithstanding  any provisions herein to the contrary, if the Per Share
Market  Value  of  one share of Common Stock is greater than the Option Exercise
Price  (at  the  date  of calculation as set forth below), in lieu of exercising
this  Option  by  payment  of  cash,  the Optionee may exercise this Option by a
cashless  exercise  and shall receive the number of shares of Common Stock equal
to  an amount (as determined below) by surrendering this Option at the principal
office  of  the Company together with the properly endorsed Option Exercise Form
in  which  event  the  Company shall issue to the Optionee a number of shares of
Common  Stock  computed  using  the  following  formula:
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<S>     <C>
           X = Y - (A)(Y)
                  ------
           B

Where     X =     the number of shares of Common Stock to be issued to the Optionee.

          Y =     the number of shares of Common Stock purchasable upon exercise of all of
                  the Option or, if only a portion of the Option is being exercised, the portion
                  of the Option being exercised.

          A =     the Option Exercise Price.

          B  =    the  Per  Share  Market  Value  of one share of Common Stock.

</TABLE>

"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 any
United  States  market  or  exchange  senior to the OTC Bulletin Board where the
Company's Common Stock may become traded, 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  any  senior market or
exchange),  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  Optionee,  after  receipt of the determination by the Board, shall have the
right  to  select,  jointly with the Company, an Independent Appraiser, in which

Stock Option Agreement, Derek W. Woolston - Page 3

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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 Company 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.

"Independent  Appraiser"  means  a  nationally  recognized  or  major  regional
investment  banking  firm or firm of independent certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements  of  the  Company)  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 Company or the
Optionee.

5.     DEATH  OF  OPTIONEE.

     In  the  event  of  the  death  of  the  Optionee  during  the Term of this
Agreement,  the options shall continue to vest as provided by Section 3, and the
options  shall  terminate  on  the  expiration  date  otherwise provided in this
Agreement. Under these circumstances, the Option will be exercisable at any time
prior to such termination by the Optionee's estate, or by such person or persons
who  have acquired the right to exercise the Option by bequest or by inheritance
or  by  reason  of  the  death  of  the  Optionee.

6.     TRANSFERABILITY.

     Except  as  permitted  by  the  Board, the Option shall not be transferable
other  than  by will or by the laws of descent and distribution, and, during the
lifetime  of the Optionee, the Option shall be exercisable only by the Optionee.

7.     RESTRICTIONS  ON  THE  OPTIONS;  RESTRICTIONS  ON  THE  SHARES.

     The  Option  may  not  be  exercised  at any time unless, in the opinion of
counsel  for  the  Company, the issuance and sale of the Shares issued upon such
exercise  is  exempt  from  registration  under  the  Securities Act of 1933, as
amended,  or  any  other  applicable  federal  or  state securities law, rule or
regulation,  or  the  Shares  have  been  duly  registered under such laws.  The
Company  shall not be required to register the Shares issuable upon the exercise
of the Option under any such laws.  Unless the Shares have been registered under
all  applicable  laws,  the  Optionee  shall  represent, warrant and agree, as a
condition to the exercise of the Option, that the Shares are being purchased for
investment  only  and  without a view to any sale or distribution of such Shares
and  that  such  Shares  shall  not  be transferred or disposed of in any manner
without  registration  under  such laws, unless it is the opinion of counsel for
the  Company  that  such  a  disposition  is exempt from such registration.  The
Optionee  acknowledges  that  an appropriate legend, in such form as the Company
shall  determine,  giving  notice  of  the  foregoing  restrictions shall appear
conspicuously on all certificates evidencing the Shares issued upon the exercise
of  the  Option.  The  Company  may,  in its sole discretion, place a "Blue Sky"
legend  on  the certificates in accordance with U.S. state securities laws or as
required  by  applicable  securities  laws.

Stock Option Agreement, Derek W. Woolston - Page 4


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     The  Optionee  also  acknowledges  and  agrees that, in connection with any
public  offering  of  the  Company's  stock,  upon request of the Company or the
underwriters  managing  any  underwritten public offering of the Company's stock
and  making  such  request with the approval of the Board, not to sell, make any
short  sale of, loan, grant any option for the purchase of, or otherwise dispose
of  any  of  his Shares without the prior written consent of the Company or such
underwriters,  as  the case may be, from the effective date of such registration
for so long as the Company or the underwriters may specify, but in any event not
to  exceed  180  days.

8.     NO  RIGHT  TO  CONTINUED  STATUS  AS  LEGAL  COUNSEL.

     Nothing  in this Agreement shall be interpreted or construed to confer upon
the  Optionee  any  right  with  respect to continuance as legal counsel for the
Company or any successor, nor shall this Agreement interfere in any way with the
right  of  the  Company  or  any successor to terminate the Optionee's status as
legal  counsel  at  any  time.

9.     ADJUSTMENTS  UPON  CERTAIN  EVENTS.

9.1.     Adjustments  Upon  Changes  in Capitalization.  Subject to any required
         ---------------------------------------------
action  by  the  shareholders  of  the  Company,  in  the  event  of a change in
capitalization,  such  as a stock split or other subdivision or consolidation of
Shares  or  the  payment of any stock dividend consisting of Shares or any other
increase  or  decrease  in  the  number  of  Shares  effected without receipt of
consideration  by  the  Company,  the  Company  shall  make  appropriate  and
proportionate  adjustments  to  the  number  and  class of Shares subject to the
Option  and  the  purchase  price  for such Shares or other stock or securities;
provided, however, that conversion of the Option will not be deemed to have been
"effected without receipt of consideration". Any adjustments as a result of
a  change  in  the  Company's  capitalization  will  be made by the Board, whose
determination  in  that  respect  is  final,  binding and conclusive.  Except as
otherwise  expressly  provided  in this Section 9.1, any issue by the Company of
shares  of stock of any class, or securities convertible into shares of stock of
any  class,  shall  not affect the number of Shares or the exercise price of the
Shares  subject to the Option, and no adjustments in the Option shall be made by
reason  thereof.  The  grant of this Option does not in any way affect the right
or  power of the Company to make adjustments, reclassifications, reorganizations
or  changes  of  its  capital  or  business  structure.

9.2.     Liquidation  or  Dissolution.  In  the  event  of  a  liquidation  or
         ----------------------------
dissolution,  any unexercised options will terminate. The Optionee will have the
right to exercise the Optionee's Option as to all of the optioned stock prior to
the  consummation  of  the  liquidation  or  dissolution.

Stock Option Agreement, Derek W. Woolston - Page 5

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9.3.     Change  of  Control,  Merger, Sale of Assets, Etc.  In the event of the
         -------------------------------------------------
sale  or other transfer of the outstanding shares of stock of the Company in one
transaction or a series of related transactions or a merger or reorganization of
the Company with or into any other corporation, where immediately following
the  transaction, those persons who were shareholders of the Company immediately
before  the  transaction  control  less  than  50%  of  the  voting power of the
surviving  organization  (a  "change  of  control  event")  or in the event of a
proposed  sale  of substantially all of the assets of the Company (collectively,
"sale  transaction"),  the Option shall become fully vested immediately prior to
such  transaction  (and  the  Company  shall afford Optionee with notice of such
transaction  and  a reasonable opportunity to exercise the Option), or, with the
consent  of  the  Optionee,  be assumed or replaced with a substitute equivalent
option.

10.     WITHHOLDINGS  OF  TAXES.

     The Company shall have the right to deduct from any distribution of cash to
the  Optionee  an  amount equal to the federal, state and local income taxes and
other  amounts  as  may  be  required  by  law to be withheld (the "Withholdings
Taxes")  with  respect  to  the  Option.  If the Optionee is entitled to receive
Shares  upon  exercise  of  the  Option, the Optionee shall pay the Withholdings
Taxes  (if  any) to the Company in cash prior to the issuance of such Shares. In
satisfaction of the Withholdings Taxes, the Optionee may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Company,  to  have  withheld a portion of the Shares issuable to him or her upon
exercise  of  the  Option,  having  an  aggregate Fair Market Value equal to the
Withholdings  Taxes,  provided that, if the Optionee may be subject to liability
under  Section  16(b)  of  the  Exchange  Act, the election must comply with the
requirements  applicable  to  Share  transactions  by  such  Optionees.

11.     MODIFICATION  OF  AGREEMENT.

     This  Agreement  may be modified, amended, suspended or terminated, and any
terms  or conditions may be waived, only by a written instrument executed by the
parties  hereto.

12.     SEVERABILITY.

     Should  any  provision  of  this  Agreement be held by a court of competent
jurisdiction  to  be  unenforceable  or  invalid  for  any reason, the remaining
provisions  of  this  Agreement shall not be affected by such holdings and shall
continue  in  full  force  in  accordance  with  their  terms.

13.     GOVERNING  LAW.

     The  validity,  interpretation,  construction  and  performance  of  this
Agreement  shall  be  governed  by  the  laws of the State of Washington without
giving  effect  to  the  conflicts  of  laws  principles  thereof.

Stock Option Agreement, Derek W. Woolston - Page 6


<PAGE>

14.     SUCCESSORS  IN  INTEREST.

     This  Agreement  shall  be  binding  upon, and inure to the benefit of, the
Company  and  its successors and assigns, and upon any person acquiring, whether
by  merger,  consolidation,  reorganization,  purchase  of  stock  or assets, or
otherwise,  all or substantially all of the Company's assets and business.  This
Agreement  shall  inure  to  the  benefit  of  the  Optionee's  heirs  and legal
representatives.  All  obligations  imposed  upon  the  Optionee  and all rights
granted  to  the  Company  under  this  Agreement  shall  be  final, binding and
conclusive  upon the Optionee's heirs, executors, administrators and successors.

15.     RESOLUTION  OF  DISPUTES.

     Any dispute or disagreement which may arise under, or as a result of, or in
any  way  relate  to,  the  interpretation,  construction or application of this
Agreement  shall  be  determined by the Board.  Any determination made hereunder
shall  be  final, binding and conclusive on the Optionee and the Company for all
purposes.

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


HIENERGY TECHNOLOGIES, INC.


By:     /s/ Tom Pascoe
        -------------------

Name:   Tom Pascoe
        -------------------

Title:  President and CEO
        -------------------

     By signing below, Optionee hereby accepts the Option subject to all its
terms and provisions.


OPTIONEE


Signature:     /s/ Derek W. Woolston
               ---------------------

Print Name:     Derek W. Woolston
                --------------------



                                [EXHIBIT  FOLLOWS]


Stock Option Agreement, Derek W. Woolston - Page 7

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                                    EXHIBIT A

                              OPTION EXERCISE FORM
                              --------------------

To:  HiEnergy Technologies, Inc.

(1)     a)     The undersigned hereby elects to purchase the number of shares of
the common stock of HiEnergy Technologies, Inc. (the "Company") set forth below,
pursuant  to  the  terms of the Stock Option Agreement dated __________________,
2002, tendering simultaneous full payment of the Total Option Exercise Price for
such  shares.



  Number of Shares:                         ________________ Shares

  Option Exercise Price Per Share:          x  $____________ per Share

  Total Option Exercise Price:              =  $____________

b)   The undersigned hereby elects to exercise the Option with respect to the
     number of underlying Shares set forth below according to the "cashless
     exercise" provisions of the Option.

    Number of underlying Shares:            ________________ Shares

The undersigned understands that he will be issued a certificate for a lesser
number of net Shares based on the provisions of the Option.

(2)     In exercising this Option, the undersigned hereby confirms and
acknowledges that:

     a)   the shares of Common Stock to be issued upon exercise are being
          acquired solely for the account of the undersigned and not as a
          nominee for any other party; and

     b)   the shares of Common Stock to be issued upon exercise are not acquired
          with a view toward distribution; and

     c)   the undersigned will not offer, sell or otherwise dispose of any such
          shares of Common Stock except pursuant to an effective registration,
          or an exemption therefrom, under the Securities Act of 1933, as
          amended, together with a similar exemption under the securities laws
          of all applicable jurisdictions; and

Option Exercise Form - Page 1

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     d)   the undersigned otherwise reaffirms all representations, warranties,
          and indemnifications contained in the Stock Option Agreement,
          including, but not limited to, those contained in Section 7 of the
          Stock Option Agreement; and

     e)   the undersigned has reviewed all of Company's public filings with the
          Securities and Exchange Commission; and

     f)   the undersigned consents to delay the exercise of the Option until, in
          the Company's judgment, the Company has disclosed any additional
          matters that need to be disclosed to the undersigned, beyond those
          contained in the public filings with the Securities and Exchange
          Commission.

(3)     Subject  to  Section  (2),  please  issue  a certificate or certificates
representing  said  shares  of  Common  Stock  in the name of the undersigned as
instructed.

(4)     Please  issue  a  new Option for the unexercised portion of the attached
Option  in  the  name  of  the  undersigned.



This _____ day of __________________, _____:


___________________________________________
Signature


___________________________________________
Print Name of Signatory


___________________________________________
Name of Entity (if applicable)


Send  or  deliver  this  Form  with  an  original  signature  to:

HiEnergy Technologies, Inc.
Attn:  President
1601 Alton Parkway
Unit B
Irvine, CA  92606



Option Exercise Form - Page 2




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