Exhibit 4.11

                           HIENERGY TECHNOLOGIES, INC.
                              SPECIAL WARRANT OFFER

                              _____________________

                                December 13, 2005

      HiEnergy  Technologies,  Inc.,  a  Delaware  corporation  ("HiEnergy")  is
offering to permit holders (each a "Holder") of certain outstanding Common Stock
Purchase Warrants (the "Warrants") to cash exercise these Warrants for a limited
period of time at  adjusted  exercise  prices as more  fully  described  in this
Special Warrant Offer.

Background

      The Warrants have been issued in connection  with  financial  transactions
pursuant to certain Stock  Purchase  Agreements,  Note Purchase  Agreements,  or
other financing agreements executed prior to the date hereof (the "Agreements").
The Special  Warrant  Offer was  approved by  HiEnergy's  Board of  Directors on
December 13, 2005.

Special Warrant Offer

      Holders may exercise  the  Warrants  for cash to purchase  the  underlying
shares of common stock of HiEnergy Technologies,  Inc. (the "Warrant Shares") at
reduced  exercise  prices  pursuant to  Schedule A,  attached to this offer (the
"Adjusted  Exercise  Prices"),  which  Warrants  have been grouped  based on the
original  exercise  prices  thereof  (each  grouping a "Class"),  subject to the
following provisions:

      o     Holders must exercise 100% of those  Warrants  within the Class that
            includes  the Holder's  Warrants  with the lowest  exercise  prices,
            before exercise of any higher priced Warrants will be accepted;(1)

      o     Holder  may at his  option  exercise  the  Warrants  within the next
            Class,  provided  that the  exercise of  Warrants  will in all cases
            ascend in order from the lowest-priced Class owned by the Holder, to
            the highest-price Class;

      o     Holder will  surrender or forfeit a number of the remaining  Warrant
            Shares not to exceed the amount of  Warrant  Shares  purchased  upon
            exercise at the Adjusted  Exercise Prices set forth herein beginning
            with the surrender or forfeit of  unexercised  Warrants owned by the
            Holder with the lowest  exercise  prices and  ascending  to Warrants
            with the highest exercise prices;(2)

__________

(1)   Example:  if Holder has  Warrants  with  exercise  prices from $0 to $0.50
      (Class 1) to purchase  100,000  shares and Warrants with  exercise  prices
      from $0.51 to $0.82  (Class 2) to purchase  200,000  shares,  and Warrants
      with  exercise  prices from $0.82 to $1.25  (Class 3) to  purchase  50,000
      shares,  the holder must exercise Warrants to purchase at least 100,000 of
      Class 1 under the offer.

(2)   Example:  if Holder  exercises 100% of the lowest price warrants  within a
      Class and purchases 100,000 shares and 25% of warrants to purchase 200,000
      shares in Class 2, or 50,000 warrant  shares,  the holder would  thereupon
      surrender/forfeit  the remaining Warrants in Class 2 and keep the Warrants
      in Class 3 so that an  aggregate  of Warrants to purchase  150,000  shares
      have been surrendered and/or forfeited.


<PAGE>

      o     Any securities purchased by Holder under the Agreements prior to the
            date hereof would cease to accrue  penalties  as required  under the
            Agreements or otherwise; and

      o     All  Warrants  may be  exercised  only for  cash,  and any  cashless
            feature previously included therein shall be no longer effective.

Procedure for Participating in the Special Warrant Offer

      In order for Holder to  participate in the Special  Warrant Offer,  Holder
must  remit  the  following  to  HiEnergy,  to the  attention  of its  Corporate
Secretary, prior to the expiration date of this Special Warrant Offer:

      o     The  Notice  of  Special  Exercise  attached  hereto as  Exhibit  A,
            completed and executed by Holder;

      o     Exercise Form(s) for the Warrant(s) elected to be exercised herewith
            attached as Exhibit B, completed and exercised by Holder; and

      o     Payment  in  full  of  the  aggregate   consideration  due  HiEnergy
            calculated  by the  number of  Warrant(s)  elected  to be  exercised
            hereunder  multiplied by the respective Adjusted Warrant Price(s) in
            U.S.  dollar-denominated  funds by wire  transfer or by certified or
            official bank check payable to the account of HiEnergy Technologies,
            Inc.

                           Remittance address:

                           HiEnergy Technologies, Inc.
                           Attn: Corporate Secretary
                           1601-B Alton Parkway
                           Irvine, CA 92606

                           Bank wire instructions:

                           Bank of America
                           18622 MacArthur Blvd.
                           Irvine, CA 92612
                           Acct. Name: HiEnergy Technologies, Inc. Acct. #:
                           24393-07915
                           ABA #: 121-000-358

Expiration of Special Warrant Offer

         This Special Warrant Offer will expire at 5:00 P.M. EST, on December
20, 2005, unless otherwise extended by the Company at its sole discretion.
Following the expiration of this Special Warrant Offer, the Offer contained
herein will be revoked in its entirety, and Holder will no longer be able to
exercise the Warrants at the Adjusted Exercise Prices. After the expiration of
this Special Warrant Offer, any outstanding Warrants may be exercised by Holder
only in accordance with their original terms and conditions.

<PAGE>

Effective Date and Delivery of Shares

      As of the  close of  business  on the date of  HiEnergy's  receipt  of the
executed Notice of Special Exercise, the Exercise Form(s) for Warrant(s) elected
to be  exercised  by Holder  and  payment  of the  aggregate  consideration  due
HiEnergy from Holder,  said  Warrants will be deemed to have been  exercised and
surrendered  and Holder will be deemed the record holder of the number of shares
of common stock of HiEnergy Technologies, Inc. committed upon such exercise.

      Within ten (10) business days thereafter, HiEnergy will deliver to Holder:

      o     The shares of common stock of HiEnergy Technologies,  Inc. committed
            upon  exercise of the Warrants by delivery of physical  certificates
            evidencing such shares; and

      o     Notice of cancellation for each Warrant  surrendered or forfeited as
            part of this  Special  Warrant  Offer  and/or  amended  Warrants  to
            purchase the balances of Warrant Shares remaining outstanding in the
            Warrant(s)  from  which  a  portion  of  Warrant  Shares  have  been
            forfeited  as  part of  this  Special  Warrant  Offer.  Any  amended
            Warrants  shall  maintain the same exercise price and term but cease
            to accrue any penalties.


<PAGE>

                                    EXHIBIT A

                           NOTICE OF SPECIAL EXERCISE

To:      HiEnergy Technologies, Inc.
         Attn: Corporate Secretary
         1601-B Alton Parkway
         Irvine, CA 92606

      I, the undersigned, hereby irrevocably agree with the terms and conditions
of the  Special  Warrant  Offer,  dated  December  13,  2005,  made by  HiEnergy
Technologies, Inc., a Delaware corporation (the "Company") and irrevocably elect
to exercise Warrants to purchase shares of the Company's common stock, par value
$0.001 (the  Warrant  Shares"),  at the Adjusted  Exercises  Prices set forth in
Schedule  A  attached  hereto,  and  evidenced  by the  Exercise  Form(s)  being
delivered to the Company herewith.

      I, the  undersigned,  have elected to exercise  Warrants under the Special
Warrant  Offer  to  purchase  a total of  ____________  Warrant  Shares  for the
aggregate cash  consideration due the Company for said exercise in the amount of
US$  ____________.  Accordingly,  I will surrender  and/or forfeit  ____________
Warrant Shares remaining outstanding, beginning with the surrender or forfeit of
unexercised  Warrants  owned by the Holder with the lowest  exercise  prices and
ascending to Warrants with the highest  exercise prices.  Further,  I understand
that the Warrant Shares and the  securities of the Company  acquired by me prior
to this date will no longer accrue  penalties for failure to file a registration
statement so long as the Warrant Shares received under the Special Warrant Offer
are issued with  registration  rights to be  included  in the next  Registration
Statement to be filed by the Company.

      I, the  undersigned,  agree  not to offer,  sell,  transfer  or  otherwise
dispose of any shares of common stock of the Company  obtained  upon exercise of
the Warrants under the Special Warrant Offer,  except under  circumstances  that
will not result in a violation of the Securities Act of 1933, as amended, or any
state securities laws. I represent that I am, or the entity on behalf of which I
am signing is, an "accredited  investor," as that term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended.

      I, the  undersigned,  hereby  request that the Company  cause its transfer
agent to issue and deliver to the undersigned physical certificates representing
the Warrant Shares and any amended  Warrants,  where  applicable,  as instructed
below,  and that the Company further reflect the  cancellation of all securities
and the  rights  which are being  negated  in  accordance  with the terms of the
Special Warrant Offer and a further consideration thereof.

Dated:
       -------------------------------------


                                       Signature of Holder
                                       -----------------------------------

                                       -----------------------------------
                                       Printed Name of Holder

                                       -----------------------------------
                                       Address:

<PAGE>

                                    EXHIBIT B


                           HIENERGY TECHNOLOGIES, INC

                              SPECIAL WARRANT OFFER


                                  EXERCISE FORM



      I, the  undersigned,  pursuant to the  provisions  of Warrant  ___, and in
connection  with the Special Warrant Offer made by HiEnergy  Technologies,  Inc.
(the "Company") and dated December 13, 2005, hereby elect to purchase __________
shares of Common  Stock,  par value  $0.001 (the  "Shares") of the Company at an
adjusted  exercise  price of _________ per Share,  which shall be delivered upon
payment to the Company in the amount of $__________.

Dated:     ________________________

Signature: ________________________


Name:      ________________________

Address:   ________________________






<PAGE>

<TABLE>
<CAPTION>
                                   Schedule A

                            Adjusted Exercise Prices

-------------------- ------------------------------ ------------------------------- ------------------------------------
       Class         Original Exercise Price Range     Adjusted Exercise Prices                    Notes
-------------------- ------------------------------ ------------------------------- ------------------------------------
      <S>                     <C>   <C>                          <C>                                         <C>
         1                    $0 to $0.50                        $0.10                Must exercise at least 100% of
                                                                                               lowest Class.
-------------------- ------------------------------ ------------------------------- ------------------------------------
         2                  $0.51 to $0.82                       $0.20                Must exercise at least 100% of
                                                                                               lowest Class.
-------------------- ------------------------------ ------------------------------- ------------------------------------
         3                  $0.83 to $1.25                       $0.30                Must exercise at least 100% of
                                                                                               lowest Class.
-------------------- ------------------------------ ------------------------------- ------------------------------------
</TABLE>

Note:    Holder must surrender or forfeit a number of the remaining Warrant
         Shares not to exceed the amount of Warrant Shares purchased upon
         exercise at the Adjusted Exercise Prices, beginning with the surrender
         or forfeit of unexercised Warrants owned by the Holder with the lowest
         exercise prices and ascending to Warrants with the highest exercise
         prices.