Exhibit 10.159

                               SECURITY AGREEMENT

      This Security Agreement is made and entered into this ___th day of
________, 2006, by and between HiEnergy Technologies, Inc., a Delaware
corporation (the "Borrower") and _____________________ (the "Secured Party").

                                    Recitals

      I. Pursuant to a Secured Promissory Note dated as of _____________, 2006
(the "Note"), the Secured Party has agreed, severally but not jointly, to make
certain advances of money and to extend certain financial accommodations to the
Borrower in the amounts and in the manner set forth in the Note (collectively,
the "Loan").

      II. The Secured Party is willing to make the Loan to Borrower upon the
condition, among others, that Borrower shall have executed and delivered to the
Secured Party this Security Agreement.

                                   Agreement

      For value received, the Borrower hereby grants to the Secured Party a
security interest in the following described property, hereinafter referred to
as the "Collateral", to wit:

      Said Collateral shall secure (1) the payment of the Note, executed and
      delivered by Inventory and/or accounts receivable of $_____________,
      together with all amounts due or to become due upon the accounts and title
      to any new account, including amounts to become due, to be paid to
      Borrower.


Borrower to Secured Party in the sum of ________________ Dollars and No Cents
($____________) payable as to principal and interest as therein provided; (2)
future advances to be evidenced by like Notes to be made by Secured Party to
Borrower at Secured Party's option; and (3) all liabilities of Borrower to
Secured Party now existing or hereinafter incurred, matured or un-matured,
direct or contingent, and any renewals and extensions thereof and substitutions
therefor.

      1. Borrower warrants that, except for the security interest hereby granted
and prior liens in favor of Secured Party, the Collateral is free from any lien
or encumbrance.

      2.    Borrower agrees that it:

      a)    Will pay Secured Party all amounts payable on the Note mentioned
            above and all other Notes held by Secured Party as and when the same
            shall be due and payable, whether at maturity, by acceleration or
            otherwise, and will perform all terms of said Notes and this or any
            other security or loan agreement between Borrower and Secured Party;

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      b)    Will permit Secured Party and its agents to inspect the Collateral
            at any time and will immediately advise Secured Party in writing of
            any change in any of Borrower's place of business, or the opening of
            any new place of business;

      c)    Will defend the Collateral against the claims and demands of all
            persons;

      d)    Will not (a) permit any liens or security interests to attach to any
            of the Collateral; (b) permit any of the Collateral to be levied
            upon under any legal process; and (c) dispose of any of the
            Collateral without the prior written consent of Secured Party;

      e)    Authorizes Secured Party to file all necessary financing statements
            required to perfect or renew the lien of Secured Party and will pay
            for the cost of all original filings and any renewals thereof.

      3.    The occurrence of any of the following events will be a default
            hereunder:

      a)    failure of the Borrower to perform any of its obligations to Secured
            Party; and

      b)    dissolution, termination of existence, insolvency, business failure,
            appointment of a receiver, or commencement of any proceeding under
            any bankruptcy or insolvency laws by or against the Borrower.

      4. In the event of default by Borrower in the performance of any covenant
or agreement herein, or in the discharge of any liability to Secured Party, or
in the event Borrower shall be in default under its obligations under the Note
then Secured Party will have all of the rights and remedies of a Secured Party
under the Uniform Commercial Code or other applicable law and all rights
provided herein, in the Note mentioned above, or in any other applicable
security or loan agreement, all of which rights and remedies will, to the full
extent permitted by law, be cumulative. The waiver of any default hereunder will
not be a waiver of any subsequent default.

      6. All rights of Secured Party hereunder shall inure to the benefit of its
successors and assigns; and all obligations of Borrower will bind its heirs,
executors, administrators, successors and assigns.

      7. This Agreement shall be construed under and in accordance with the
California Uniform Commercial Code and other applicable laws of the State of
California.

      IN WITNESS WHEREOF, Borrower and Secured Party have executed this
Agreement the day and year first above written.


HIENERGY TECHNOLOGIES, INC.,                    __________________________
As Borrower                                     As Secured Party


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