EXHIBIT 10.128

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY NOT BE RESOLD OR HYPOTHECATED BY THE HOLDER UNLESS SUCH
TRANSFER COMPLIES WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT. ACCEPTANCE OF THIS NOTE CONSISTUTES THE HOLDER'S REPRESENTATION THAT THE
HOLDER TAKES THIS NOTE FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR
DISTRIBUTION.


                                                                   Note No. AR-1
                                                                            ----


                               SECURED CONVERTIBLE
                                 PROMISSORY NOTE


US$100,000                                                     November 18, 2005
Irvine, California

      HiEnergy Technologies, Inc., a Delaware corporation ("Maker"), for value
received, hereby promises to pay Bruce Steinberg Roth IRA ("Holder"), at 7510
Hillside Drive, La Jolla, CA 92037, or at such other place as designated in
writing by Holder, the principal sum of One Hundred Thousand Dollars
(US$100,000), with interest thereon at the rate of ten percent (10%) per annum
on the then outstanding principal balance computed on the basis of a 365-day
year and charged on the basis of actual days elapsed. The outstanding principal
balance, together with all accrued and unpaid interest shall all be due and
payable in full on or before 5:00 p.m., California time, January 18, 2007 (the
"Maturity Date"). All sums payable pursuant hereto shall be payable in lawful
money of the United States of America. Payments made under this Note shall be
first credited to accrued interest and lastly to outstanding principal.

      As security for the due performance and payment of the Maker's obligations
under this Note, the Maker has provided an Assignment of Accounts Receivables of
same date herewith to Holder (the "Assignment") whereby Maker has granted to
Holder a security interest and legal right in accounts receivable of
$227,524.16, together with all amounts due or to become due upon the account and
title to any new account, including amounts to become due, created by a
subsequent resale and not received, rejected, returned or re-consigned (the
"Security").


                              TERMS AND CONDITIONS

      Section 1. Prepayment. Maker may prepay this Note in whole or in part,
without penalty, at any time and from time to time upon thirty days prior
written notice to Holder (the "Notice").


      Section 2. Default. The Holder will have, in addition to its rights and
remedies under this Note, to declare the entire unpaid principal amount of this
Note and all unpaid accrued interest under this Note to be immediately due and
payable in full and seek recourse against the Security if any of the following
events (each hereinafter called individually an "Event of Default") shall occur:


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            (a) If Maker shall default in the payment of any amount on this Note
when the same shall become due and payable, whether at maturity or by
acceleration or otherwise, or otherwise default under this Note; or

            (b) If Maker shall make an assignment for the benefit of creditors;
or

            (c) If Maker shall file a voluntary petition in bankruptcy, or shall
be adjudicated a bankrupt or insolvent under the present or any future Federal
Bankruptcy Act or other applicable federal, state or other statute, law or
regulation; or

            (d) In the event of a liquidation, dissolution or winding up of the
Maker, whether voluntary or involuntary, or a sale, or a series of related
sales, of all or substantially all of the assets of the Maker, or a sale, or a
series of related sales, or exchange, of capital stock of the Maker, either by
the Maker or its shareholders, such that the Maker's shareholders immediately
before such transaction do not hold (by virtue of such shares or securities
issued solely with respect thereto) more than fifty percent (50%) of the voting
power of the surviving or continuing entity, or a merger, consolidation,
acquisition of property or shares, separation or reorganization of the Maker
with one or more entities, corporate or otherwise, as a result of which the
Maker is not the surviving corporation or as a result of which the holders of
stock of the Maker as of prior to the transaction do not hold (by virtue of such
shares or securities issued solely with respect thereto) more than fifty percent
(50%) of the voting power of the surviving or continuing entity; or


            (e) In the event the Maker redeems, purchases or otherwise acquires
for value, any share or shares of its equity securities other than an aggregate
of up to 5% of the then outstanding shares issued to employees and consultants
of the Maker pursuant to agreements giving the Maker a right or duty to
repurchase such shares upon termination of employment with the Maker, or
declares or pays any dividends on or declares or makes any other distribution
(other than a dividend payable on the Common Stock solely in shares of Common
Stock or rights or options to purchase Common Stock) on account of any of its
equity securities or sets apart any sum for any such purpose; then, and in each
and every such case, the Holder of this Note may by notice in writing to the
Maker declare all amounts under this Note to be forthwith due and payable
(except that, in the case of an Event of Default under either Section 2(b) or
Section 2(c), this Note shall become immediately due and payable without notice)
and thereupon the balance shall become so due and payable, without presentation,
protest or further demand or notice of any kind, all of which are hereby
expressly waived. The Maker shall give promptly a written notice to Holder of
the occurrence or the approval by the Maker or its Board of Directors of any and
all of the foregoing events, and in any of the events under Section 2(d) or
Section 2(e), such notice shall be given at least fifteen (15) days prior to the
anticipated effective date of the transaction. In addition, upon an Event of
Default, Holder may exercise any and all other rights and remedies Holder has at
law, in equity or otherwise. All remedies are cumulative. No single or partial
exercise of Holder of any right hereunder shall preclude any other or further
exercise thereof or the exercise of any other right.


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      Section 3. No Waiver. No waiver by Holder of any default of breach by
Maker under this Note shall be implied from any delay or omission by Holder to
take action on account of such default if such default persists or is repeated;
no express waiver shall affect any default other than the default expressly made
the subject of the waiver and any such express waiver shall be operative only
for the time and to the extent therein stated. Any waiver of any covenant, term
or condition contained herein shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition. The consent or
approval by Holder to or of any act by Maker requiring further consent or
approval shall not be deemed to waive or render unnecessary the consent or
approval to or of any subsequent similar act.

      Section 4. Collection Costs. Maker covenants that, upon an Event of
Default, it shall pay to the person entitled to receive such payment such
further amount, to the extent lawful, as shall be sufficient to cover the cost
and expense of collection and enforcement of this Note, including reasonable
attorneys' fees and costs, court costs, costs of appeal and costs of collection
and enforcement of any judgment.

      Section 5. Successors/Liability. This Note shall be binding upon the
heirs, successors and assigns of Maker and shall inure to the benefit of Holder
and its successor and assigns. Diligence, demand, notice, presentment, notice of
intent to accelerate the maturity of this Note are waived by Maker. This Note
shall be governed by and construed in accordance with the laws of the State of
California.

      Section 6. Compliance with Law. It is Maker's and Holder's intention to
comply with any applicable usury law. In furtherance of this intention of Holder
and Maker, all agreements between Maker and Holder are expressly limited so that
in no event whatsoever shall the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of money under this Note exceed the maximum
permissible under applicable law. If, for any reason whatsoever, fulfillment of
any provision hereof shall be prohibited by law, the obligation to be fulfilled
shall be reduced to the maximum amount so prohibited, and if for any reason
Holder should have received as interest an amount which would exceed the highest
lawful rate, such amount which would be in excess of the permitted interest
shall, at Holder's option, be applied to the reduction of principal of this Note
and not to the payment of interest, or be refunded to Maker. This provision
shall control any other provision of all agreements between Maker and Holder.

      Section 7. Transfer. Subject to the restrictions and limitations on
transfer under federal or state securities laws, upon surrender of this Note for
transfer or exchange, a new Note or new Notes of the same tenor, dated the date
to which interest has been paid on the surrendered Note and in an aggregate
principal amount equal to the unpaid principal amount of the Note so
surrendered, will be issued to and registered in the name of the transferee or
transferees.


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      Section 8. Note Register. This Note is transferable only upon the books of
the Maker that Maker shall maintain for such purpose. The Maker may treat the
registered holder of this Note as he or it appears on the Maker's books at any
time as the Holder for all purposes.

      Section 9. Loss, Etc., of Note. Upon receipt of evidence satisfactory to
the Maker of the loss, theft, destruction or mutilation of this Note, and of
indemnity reasonably satisfactory to the Maker if lost, stolen or destroyed, and
upon surrender and cancellation of this Note if mutilated, the Maker shall
execute and deliver to the Holder a new Note of like date, tenor and
denomination.

      Section 10. Authorization. Maker represents and warrants to Holder that
the undersigned are duly elected and acting officers of Maker, holding the
offices indicated below, and duly and validly authorized by the Maker's Bylaws
to execute and deliver and cause the Maker to perform this Note without any
further corporate action.


      Section 11. Conversion. The Holder shall have the right to convert (the
"Conversion Right"), on the terms and conditions hereinafter set forth, the
principal amount and accrued interest, costs or other charges of this Note that
is then outstanding, in whole or in part, into a number of shares of Common
Stock, $.001 par value ("Stock") of the Maker equal to the result obtained by
dividing the principal amount of the Note then outstanding by No Dollars and
Fifty Cents ($0.50), subject to adjustment as described below (the "Conversion
Price").

Upon conversion, the Holder shall be entitled to receive a 3 year warrant to
purchase Stock in substantially the form attached hereto as Attachment B with an
initial exercise price of $0.75 per share, subject to adjustment (the
"Warrant"). The Maker will include the conversion shares and shares underlying
the Warrant on its next Registration Statement on Form SB-2 (or an alternative
available form if the Company is not eligible to file a Form SB-2).


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The period during which the Holder shall be entitled to elect to convert this
Note then outstanding, or any portion thereof, into Stock of Maker pursuant
hereto shall be from the date of this Note until the latter of the date set for
prepayment by the Notice or the date of payment of this Note (the "Conversion
Period"). If Holder fails to make such election to convert the then outstanding
principal amount of this Note, in the manner hereinafter set forth, within the
Conversion Period, the Conversion Right granted hereunder shall terminate
automatically and be of no further force or effect with respect to the portion
of this Note so repaid. In the event Notice is withdrawn by Maker prior to
payment, or for any reason payment is not made on the date set in the Notice,
the Conversion Right granted under this Section 11 shall not terminate, and the
Holder shall again have the Conversion Right granted under this Section with
respect to the principal amount of this Note then outstanding. If the Holder
desires to convert all or part of this Note, on the terms set forth in this
Section, into Stock, then, during the Conversion Period, the Holder must give
written notice to Maker of such Holder's election to convert this Note as
aforesaid, which election shall be irrevocable. Then, the Maker will cause one
or more stock certificates evidencing the Holder's ownership of the number of
Conversion Shares into which this Note has been converted as aforesaid to be
delivered promptly to the Holder against surrender to Maker of the original of
this Note or a replacement for a lost, stolen or destroyed Note. The Maker shall
cause the Conversion Price to be adjusted from time to time in case Maker shall
(i) pay a dividend or other distribution of shares of the Stock to the holders
of the outstanding shares of such class of Stock, (ii) subdivide the outstanding
shares of the class of Stock into which this Note is convertible into a greater
number of shares, (iii) combine the outstanding shares of Stock into which this
Note is convertible into a smaller number of shares, or (iv) merge or otherwise
reorganize or reclassify the Stock. In the event of each of the foregoing, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the Holder of the Note thereafter surrendered for conversion shall be entitled
to receive the number of shares of Stock, or other shares or property, which he
would have owned or have been entitled to receive had the Note been converted
immediately prior to the happening of such event at the same aggregate
Conversion Price. An adjustment made pursuant to this Section shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of subdivision or combination. Such adjustments will be made
sequentially upon the happening of more than one of the events described above.

      Section 12. Mechanics of Conversion. Conversion pursuant to Section 11
shall be effectuated by faxing a Notice of Conversion (as defined below) to the
Company as provided in this Section 12. The Notice of Conversion shall be
executed by the Holder of this Note and shall evidence such Holder's intention
to convert this Note or a specified portion hereof. No fractional shares of
Common Stock or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. The date on which notice of conversion is given (the "Conversion
Date") shall be deemed to be the date on which the Holder faxes or otherwise
delivers the conversion notice ("Notice of Conversion") to the Company so that
it is received by the Company on or before such specified date, provided that,
if such conversion would convert the entire remaining principal of this Note,
the Holder shall deliver to the Company the original Notes being converted no
later than five (5) business days thereafter. Facsimile delivery of the Notice
of Conversion shall be accepted by the Company at facsimile number (949)
757-1477, Attn: Secretary, provided a copy is sent on the same date to Company
counsel Certificates representing Common Stock upon conversion ("Conversion
Certificates") will be delivered to the Holder at the address specified in the
Notice of Conversion (which may be the Holder's address for notices as
contemplated by the Note Purchase Agreement or a different address), via express
courier, by electronic transfer or otherwise, within five (5) business days
(such fifth business day, the "Delivery Date") after the date on which the
Notice of Conversion is delivered to the Company as contemplated in this Section
12. The Holder shall be deemed to be the holder of the shares issuable to it in
accordance with the provisions of this Section 12 on the Conversion Date.



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      IN WITNESS WHEREOF, Maker has caused this Note No. AR-1 to be executed as
of the date set forth above.



                                    HiEnergy Technologies, Inc.,
                                    a Delaware corporation




                                    By: /s/ Bogdan C. Maglich
                                        -------------------------
                                        Bogdan C. Maglich
                                        Chairman / CEO



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