EXHIBIT 10.131

                           Memorandum of Understanding

      This Memorandum of Understanding ("MOU") is made as of the 16th day of
November, 2005 between Williams-Sterling, Inc. ("WSI"), a Virginia corporation,
having its principal office at 1153 Gibson's Lane, Lignum, Virginia 22726, and
HiEnergy Technologies, Inc. ("HiEnergy"), a Delaware corporation, having its
principal office at 1601-B Alton Parkway, Irvine, California 92606. HiEnergy and
WSI are hereinafter collectively referred to as the "Parties".

A.    Background

      A.1.  Based on preliminary discussions between WSI and HiEnergy's
            wholly-owned subsidiary, HiEnergy Defense, Inc., both Parties have
            agreed to establish a working relationship and enter into an
            agreement for teaming on government and commercial solicitations in
            which HiEnergy's proprietary bomb detection technologies, products,
            services and solutions (the "Products") could be provided to mission
            critical facilities.

      A.2.  WSI has agreed to assist HiEnergy with the marketing and sale (and
            technical support) of the Products to the U.S. Federal Government on
            a world-wide basis under sole-source and restricted competition
            procurement programs available to WSI as a Service-Disabled Veteran
            Owned Small Businesses (SDVOSB) pursuant to Presidential Executive
            Order 13360 and Public Laws 106.50 and 108.183.

      A.3.  Both Parties have agreed to negotiate a Value Added Reseller
            Agreement in which WSI will have the right to offer the Products to
            the target markets listed in Appendix A in its capacity as a SDVOSB.

B.    Purpose of MOU

The purpose of this MOU is to: (1) describe at a high level the key principles
and terms which will apply in the definitive agreements between the Parties; and
(2) establish the process and timetable to be followed by the Parties in the
completion of the definitive agreements.

C. Understandings and Agreements

      C.1.  Both Parties intend to work together to identify those opportunities
            where, by combining their complementary talents, experience and
            capabilities, they may be better able to provide a superior solution
            on government and commercial procurements.


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      C.2.  Teaming Agreement: HiEnergy and WSI agree to negotiate and enter
            into a teaming agreement which shall establish the manner in which
            HiEnergy and WSI may cooperate on government and commercial
            solicitations and include the following conditions if the Parties
            determine to team together on a specific opportunity:

            C.2.1 Each Party shall provide the other with all reasonable
                  assistance in the development and preparation of proposals
                  that may be required, including best and final offers. The
                  ultimate responsibility for the content of any integrated
                  proposal presented to the Customer will rest with WSI. WSI
                  will include appropriate credit in its proposal relative to
                  the areas of contribution furnished by HiEnergy.

            C.2.2 Both Parties will use best efforts to make available their
                  respective management and technical personnel as may be
                  appropriate during the conduct of any discussions and
                  negotiations with the customer concerning the award of a prime
                  contract for the project to WSI or HiEnergy. This includes
                  arrangements for training and service plans (as may be
                  required).

            C.2.3 Each Party shall authorize the other Party to use any
                  information, data or drawings, solely for the express purpose
                  of developing and presenting the project proposal and
                  obtaining a prime contract award to WSI for the project.

            C.2.4 With the exception of the terms and conditions of any
                  pre-established HiEnergy prime contract award, upon
                  identifying an opportunity, the Parties will determine, prior
                  to submitting a proposal to the customer for the project,
                  which party will serve as prime contractor responsible for the
                  scope of work associated with the project and the other as
                  subcontractor on a project by project basis.

            C.2.5 Except under pre-established conditions where HiEnergy is
                  awarded a prime contract, in the event WSI is awarded a prime
                  contract for the project and this MOU has not been previously
                  terminated pursuant to the applicable provisions hereof,
                  HiEnergy will enter into good faith negotiations with WSI to
                  draft a mutually agreeable subcontract for the work, subject
                  to any necessary approvals by the customer and the negotiation
                  of mutually acceptable terms and conditions. Such subcontract
                  shall HiEnergy's standard terms and conditions for the
                  services offered.

      C.3.  Value Added Reseller Agreement: HiEnergy and WSI agree to negotiate
            a Value Added Reseller Agreement in which HiEnergy will grant WSI
            the right to market and resell the Products exclusively as a
            Service-Disabled Veteran Owned Small Businesses (SDVOSB). Besides
            the specific terms and conditions under which WSI will purchase the
            Products from HiEnergy for resale to certain markets, the reseller
            agreement shall include the distribution model and pricing policy of
            the Products, including list price values and reseller discounts (to
            be no less than 20%) and (ii) certain performance guidelines,
            including sales and marketing developmental milestones, excluding
            sales volume requirements.


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D.    Negotiations Process and Timetable

Both Parties acknowledge that definitive agreements will be required and on
signing of this MOU agree to diligently proceed in good faith with negotiations
regarding the agreements according to the key principles, process and timetable
described in this MOU. The Parties acknowledge that agreements are subject to
the approval by the respective Board of Directors and/or authorized
representatives of HiEnergy and WSI.

E.    Allocation of Costs

Each Party will bear the cost of its own efforts in the preparation and support
of its portion of any proposal requirements or other responsibilities unless
otherwise set forth in this MOU.

F.    Non-Exclusive Arrangement

Nothing contained in this MOU outside of the opportunities that fall under the
provisions of shall be deemed to restrict either party from quoting, offering to
sell or selling to others any items or services that it may regularly offer for
sale or license, including offering a proposal in response to a solicitation
that a party identifies as a potential opportunity for the Parties to bid
together. Any proposals the Parties make to government agencies pursuant to this
MOU shall be made on a non-exclusive basis unless the Parties otherwise agree in
writing.

G.    Notices

All notices required or permitted to be given hereunder shall be in writing and
be deemed effective (a) upon personal delivery, (b) on the calendar day
following the date of confirmed transmission of telex, telegram, or electronic
mail, or (c) upon receipt if sent by registered, certified or express mail to
the Parties addressed as follows:

If to WSI:

Williams-Sterling, Inc.
21153 Gibson's Lane
Lignum, Virginia 22726
Attn: James H. Williams
Fax: 802-609-8862
williamsjh@msn.com
------------------

If to HiEnergy:

HiEnergy Technologies, Inc.
1601 B. Alton Parkway
Irvine, CA 92606
Attn: Corporate Secretary
Fax: 949-757-1477
rspillmann@hienergyinc.com


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H.    Proprietary Information

Proprietary information shall be governed by the terms and conditions of the NDA
previously executed by the Parties, which terms and conditions are specifically
incorporated herein by reference.

I.    Termination

This MOU shall terminate upon (i) execution by both Parties of all definitive
agreements, (ii) the lapse of twelve (12) months, unless such term is extended
by mutual agreement, or (iii) upon thirty (30) days written notice by either
party; provided, however, that any confidential information disclosed under this
MOU shall be returned to the disclosing Party and such confidential information
shall, in any event, survive the termination of this MOU.

J.    Governing Law and Disputes

This MOU shall be governed and construed in accordance with the laws of the
Commonwealth of Virginia, without regard to its choice of law provisions. WSI
and HiEnergy agree to attempt to settle any dispute or controversy arising
between them under this MOU, through consultation and negotiation in good faith
and a spirit of mutual cooperation. If such attempts fail, however, then the
dispute will be mediated by a mutually acceptable mediator to be chosen by WSI
and HIENERGY within thirty (30) days after written notice by either Party
demanding such mediation. Neither Party shall unreasonably withhold or condition
its consent to the selection of a mediator. WSI and HIENERGY will share the
costs of the mediation equally.

Any dispute that cannot be resolved through such negotiation or mediation within
six (6) months of the date of the initial demand by either Party shall then be
finally resolved by the courts. The Parties' use of alternative dispute
resolution procedures will not be construed under the doctrines of laches,
waiver or estoppel to affect adversely the rights of either Party. Further,
nothing in this provision will prevent either Party from resorting to judicial
proceedings at any time, if (a) good faith efforts to resolve the dispute under
these procedures have been unsuccessful or (b) interim relief from a court is
necessary to prevent serious and irreparable injury to one Party or to others.


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K.    Entire Agreement

This MOU, including attachments, appendixes or exhibits hereto and other
documents incorporated herein by reference, contains the entire agreement
between WSI and HiEnergy concerning the subject matter hereof, and supersedes
any prior or contemporaneous agreements, understandings or communications
concerning the subject matter hereof. No modification or amendment of this
Agreement will be effective unless it is in writing and signed by the authorized
representatives of each Party.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed,
in duplicate originals, by their duly authorized representatives, on the date(s)
set forth below.


HiEnergy Technologies, Inc.             Williams-Sterling, Inc.


By: /s/ Dr. Bogdan C. Maglich           By: /s/ James H. Williams
    --------------------------------        --------------------------------
Name: Dr. Bogdan c. Maglich             Name: James H. Williams
Title: CEO/Chairman                     Title: Chairman

Date: 11/16/2005                        Date: 11/16/2005


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                                   APPENDIX A

                                 TARGET MARKETS

I.    TARGET MARKETS: The marketing and technical support activities will be
      targeted at (but not limited ) the following agencies that are responsible
      for the implementation of Executive Order 13360 and Public laws 106.5 and
      108.183:

      a.    United States Department of Defense:

      b.    Defense Logistics Agency (DLA) , Deputy Director, Office of Small
            Disadvantage Business Utilization Program

      c.    Defense Logistic Agency (DLA)-DOD-EMALL, DSCC-DOM, Program Manager

      d.    United States Transportation Security Administration (TSA),
            Director/Senior Policy Analyst Office of Transportation Security
            Policy:

      e.    Transportation Security Administration's (TSA) Airport Security
            Design Guidelines Working Group (ASDG-WG):

      f.    United States Department of Homeland Security Administration:

      g.    United States General Service Administration (GSA):

      h.    United States Department of State - Office of Small & Disadvantaged
            Business Utilization: i. United States Department of Justice -
            Office of the Assistant Attorney General for Administration:

      j.    United States Department of Agriculture (USDA) - Assistant Secretary
            for Administration:

      k.    United States Department of Labor - Assistant Secretary for
            Veterans' Employment & Training Service:

      l.    United States Department Health & Human Services:

      m.    United States Department of Veterans' Affairs:

      n.    National Aeronautics & Space Administration (NASA) - Assistant
            Administrator Small Business & Disadvantaged Business Utilization:

      o.    United States Small Business Administration:

      p.    United States Office of Management & Budget:

      q.    Federal Aviation Administration, Assistant Administrator, AIP & PFC
            Programs


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