EXHIBIT 10.53.1

                     THIRD AMENDMENT TO WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                           HIENERGY TECHNOLOGIES, INC.

         This Second  Amendment  to Warrant to Purchase  Shares of Common  Stock
(the  "Amendment")  is entered  into  effective  as of December  15, 2003 by and
between HiEnergy Technologies,  Inc., a Delaware corporation (the "Issuer"), and
______ ("Holder").

         WHEREAS,  the Issuer issued to Holder warrant number W-__ to acquire up
to ___________ (_____) shares of Common Stock of the Issuer (the "Warrant"),  as
amended by that certain  Amendment to Warrant entered into by the parties hereto
as of November 15, 2003 (the "Prior Amendment"); and

         WHEREAS,  the  Issuer and Holder  each  desire to amend the  Warrant to
increase  the  number of shares  subject  thereto  pursuant  to Section 7 of the
Warrant,  due to the failure of the  Registration  Statement to become effective
prior to December 15, 2003.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises hereinafter set forth, and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the Issuer and Holder
hereby agree as follows:

         1.  Amendment to Warrant.  Effective  as of the date hereof,  the first
sentence  of the  Warrant is hereby  amended to provide  that Holder is entitled
thereunder  to subscribe for and  purchase,  during the period  specified in the
Warrant,  up to _________ (_______) shares (subject to adjustment as provided in
the  Warrant)  of  the  duly   authorized,   validly  issued,   fully  paid  and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect,  subject,  however,  to the  provisions and
upon the terms and conditions of the Warrant.

         2.  Remaining  Provisions  Unaffected.  This  Amendment  constitutes an
amendment of the Warrant only with respect to the matters set forth herein,  and
supersedes  the Prior  Amendment.  Except as  amended  herein,  all of the other
terms,  covenants,  conditions  and  obligations  contained in the Warrant shall
remain in full force and effect.

         3.  Counterparts.  This  Amendment  may be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.
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         4. Governing Law. This Amendment  shall be governed by and construed in
accordance  with the laws of the State of New  York,  without  giving  effect to
principles of conflicts of law.
         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Amendment to Warrant as of the date first written above.


                                     HIENERGY TECHNOLOGIES, INC.,
                                     a Delaware corporation


                                     By:
                                        ----------------------------------------
                                     Name:    Bogdan C. Maglich
                                          --------------------------------------
                                     Title:   President & CEO




                                     HOLDER:




                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:
                                            ------------------------------------