Exhibit 10.127

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAW AND  MAY NOT BE  SOLD,
TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR HIENERGY  TECHNOLGIES,  INC. SHALL
HAVE  RECEIVED AN OPINION OF ITS COUNSEL THAT  REGISTRATION  OF SUCH  SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.

                           HiEnergy Technologies, Inc.
                    Senior Convertible Promissory Bridge Note

U.S. $_________________                              Issuance Date: ____________
No.: 10-2005-HIET-__                                 Maturity Date: ____________

      FOR  VALUE  RECEIVED,  the  undersigned,  HiEnergy  Technologies  Inc.,  a
Delaware  corporation  (the  "Company"),  hereby promises to pay to the order of
_________________,  or any future permitted  holder of this secured  convertible
bridge  note  (the  "Payee"),  at the  principal  office  of the Payee set forth
herein,  or at such other  place as the holder may  designate  in writing to the
Company, the principal sum of _________________ Dollars ($_______) or such other
amount as may be  outstanding  hereunder,  together  with all accrued but unpaid
interest,  in such coin or  currency  of the United  States of America as at the
time shall be legal  tender for the payment of public and  private  debts and in
immediately available funds, as provided in this secured convertible bridge note
(the "Note").

      1. Automatic Exchange of Principal and Interest into Qualified  Financing.
The  outstanding  principal  amount of this Note  together  with all accrued but
unpaid interest hereunder (the "Outstanding  Balance"),  shall  automatically be
exchanged  into  shares  issued  in an equity or  equity  based  financing  or a
combination of equity financings following the Issuance Date with gross proceeds
totaling at least  $2,500,000 (the "Qualified  Financing");  provided,  however,
that for  purposes of  determining  the number of equity  securities,  including
warrants  issued in such Qualified  Financing,  to be received by the Payee upon
such  exchange,  the  Payee  shall  be  deemed  to  have  tendered  110%  of the
Outstanding  Balance  of the  Note  as  payment  of the  purchase  price  in the
Qualified Financing.  Upon such exchange pursuant to a Qualified Financing,  the
Payee shall be deemed to be a purchaser in such Qualified Financing and shall be
granted all rights afforded a purchaser in the Qualified Financing.

      2. In  consideration  for the loan evidenced by this Note, the Payee shall
be issued Bridge  Warrants in the form attached as Exhibit A for the issuance of
80,000  shares of common  stock of the Company at an exercise  price of $.80 per
$100,000 of Note principal amount.


                                       1
<PAGE>

      3.  Voluntary  Conversion of Principal and Interest.  At the option of the
Payee, the Outstanding  Balance of this Note may be converted into common shares
of the  Company  at a price  per  share of  $0.60  at any time the Note  remains
outstanding.

      4.  Seniority  and  Ranking.  This Note shall rank  senior to the  Maker's
currently issued and outstanding indebtedness and equity securities,  other than
any current or future accounts receivable  financing which amount may not exceed
$1,000,000.  The Company shall not issue any securities or financial instruments
that rank  senior to or  pari-passu  to this Note [(part of a series of separate
notes of the same form  aggregating a total principal amount of up $500,000 (the
"Note or Notes")] without the prior written consent of the Payee.

      5. Principal and Interest Payments.

            (a) In the  event  the  Company  does  not  complete  the  Qualified
Financing, the Company shall repay the entire principal balance then outstanding
in cash on ______________, 2006 (the "Maturity Date").

            (b) Interest on the outstanding principal balance of this Note shall
accrue at a rate of ten percent  (10%) per annum.  Interest  on the  outstanding
principal  balance  of the Note  shall be  computed  on the basis of the  actual
number of days elapsed and a year of three hundred and sixty-five (365) days and
shall be payable on the Maturity Date by the Company in cash or in shares of the
Company's  equity  securities.  Furthermore,  upon the occurrence of an Event of
Default,  then to the extent  permitted by law, the Company will pay interest to
the Payee,  payable on demand, on the outstanding  principal balance of the Note
from  the date of the  Event of  Default  until  payment  in full at the rate of
twelve percent (12%) per annum.

            (c) At the  Company's  sole  option,  the  Company  may  prepay  the
outstanding  principal  amount of this Note plus all accrued and unpaid interest
in cash at any time  without  penalty  prior to maturity.  All payments  made on
account of the  indebtedness  evidenced  by this Note shall be applied  first to
accrued  but unpaid  interest,  if any,  and the  remainder  shall be applied to
principal.

      6.  Non-Business  Days.  Whenever any payment to be made shall be due on a
Saturday,  Sunday or a public  holiday  under the laws of the State of New York,
such  payment  may be due on the next  succeeding  business  day and  such  next
succeeding  day shall be  included in the  calculation  of the amount of accrued
interest payable on such date.

      7.  Representations and Warranties of the Company.  The Company represents
and warrants to the Payee as follows:

            (a) The Company has been duly  incorporated  and is validly existing
and in good  standing  under  the  laws of the  state  of  Delaware,  with  full
corporate  power and authority to own,  lease and operate its  properties and to
conduct its business as currently conducted.

            (b)  This  Note has  been  duly  authorized,  validly  executed  and
delivered on behalf of the Company and is a valid and binding  obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general  principles of equity and by bankruptcy or
other laws affecting the  enforcement of creditors'  rights  generally,  and the
Company has full power and  authority  to execute  and deliver  this Note and to
perform its obligations hereunder.


                                       2
<PAGE>

            (c) The  execution,  delivery and  performance of this Note will not
(i) conflict  with or result in a breach of or a default  under any of the terms
or provisions of, (A) the Company's  certificate of incorporation or by-laws, or
(B) any material  provision of any indenture,  mortgage,  deed of trust or other
material  agreement or instrument to which the Company is a party or by which it
or any of its material properties or assets is bound, (ii) result in a violation
of any material provision of any law, statute, rule, regulation, or any existing
applicable decree,  judgment or order by any court,  Federal or state regulatory
body, administrative agency, or other governmental body having jurisdiction over
the Company,  or any of its material properties or assets or (iii) result in the
creation or  imposition of any material  lien,  charge or  encumbrance  upon any
material  property or assets of the Company or any of its subsidiaries  pursuant
to the terms of any  agreement or  instrument to which any of them is a party or
by which  any of them may be bound or to which any of their  property  or any of
them is subject.

            (d)  No  consent,  approval  or  authorization  of  or  designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.

      8. Events of Default.  The occurrence of any of the following events shall
be an "Event of Default" under this Note:

            (a) the Company  shall fail to make the payment of any amount of any
principal  outstanding  for a period of three (3)  business  days after the date
such payment shall become due and payable hereunder; or

            (b) the Company  shall fail to make any  payment of  interest  for a
period of three (3) business days after the date such interest  shall become due
and payable hereunder; or

            (c)  any  representation,  warranty  or  certification  made  by the
Company herein or in any certificate or financial  statement shall prove to have
been false or  incorrect  or  breached  in a material  respect on the date as of
which made; or

            (d) the  holder of any  indebtedness  of the  Company  or any of its
subsidiaries  shall accelerate any payment of any amount or amounts of principal
or  interest  on  any  indebtedness   (the   "Indebtedness")   (other  than  the
Indebtedness  hereunder)  prior  to its  stated  maturity  or  payment  date the
aggregate  principal  amount of which  Indebtedness  of all such  persons  is in
excess of $1,000,000,  whether such Indebtedness now exists or shall hereinafter
be  created,  and such  accelerated  payment  entitles  the  holder  thereof  to
immediate  payment  of  such  Indebtedness  which  is due  and  owing  and  such
indebtedness  has not been discharged in full or such  acceleration has not been
stayed,   rescinded  or  annulled   within  ten  (10)   business  days  of  such
acceleration; or

            (e) A judgment  or order for the  payment of money shall be rendered
against the Company or any of its  subsidiaries  in excess of  $1,000,000 in the
aggregate (net of any applicable  insurance  coverage) for all such judgments or
orders  against all such persons  (treating any  deductibles,  self insurance or
retention  as not so  covered)  that  shall  not be  discharged,  and  all  such
judgments and orders remain outstanding,  and there shall be any period of sixty
(60)  consecutive  days  following  entry of the  judgment or order in excess of
$1,000,000 or the judgment or order which causes the aggregate  amount described
above to exceed  $1,000,000  during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect; or


                                       3
<PAGE>

            (f) the  Company  shall (i) apply for or consent to the  appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors,  (iii) commence a voluntary
case under the Bankruptcy Code or under the comparable laws of any  jurisdiction
(foreign or  domestic),  (iv) file a petition  seeking to take  advantage of any
bankruptcy,  insolvency,   moratorium,   reorganization  or  other  similar  law
affecting the  enforcement  of  creditors'  rights  generally,  (v) acquiesce in
writing  to any  petition  filed  against  it in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic),  or (vi) take any action under the laws of any jurisdiction  (foreign
or domestic) analogous to any of the foregoing; or

            (g) a  proceeding  or case  shall be  commenced  in  respect  of the
Company or any of its  subsidiaries  without its application or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic)  against the Company or any of its  subsidiaries  or action  under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its  subsidiaries and shall
continue  undismissed,  or  unstayed  and in effect for a period of thirty  (30)
consecutive days; or

            (h) the  suspension  from listing or the failure of the Common Stock
to be listed  on the OTC  Bulletin  Board  for a period of five (5)  consecutive
trading days.

      9.  Remedies  Upon An Event of Default.  If an Event of Default shall have
occurred and shall be continuing,  the Payee of this Note may at any time at its
option,  (a) declare the entire unpaid principal balance of this Note,  together
with all interest accrued hereon, due and payable, and thereupon, the same shall
be  accelerated  and so due  and  payable;  provided,  however,  that  upon  the
occurrence  of an Event  of  Default  described  in (i)  Sections  8(f) and (g),
without  presentment,  demand,  protest,  or  notice,  all of which  are  hereby
expressly unconditionally and irrevocably waived by the Company, the outstanding
principal balance and accrued interest  hereunder shall be automatically due and
payable,  and (ii)  Sections  8(a) through (e) and Section  8(h),  the Payee may
exercise or  otherwise  enforce any one or more of the Payee's  rights,  powers,
privileges,  remedies and interests under this Note or applicable law. No course
of delay on the part of the Payee shall operate as a waiver thereof or otherwise
prejudice the right of the Payee. No remedy  conferred hereby shall be exclusive
of any other remedy referred to herein or now or hereafter  available at law, in
equity, by statute or otherwise.

      10. Replacement.  Upon receipt of a duly executed, notarized and unsecured
written  statement from the Payee with respect to the loss, theft or destruction
of this Note (or any  replacement  hereof),  and without  requiring an indemnity
bond or other  security,  or, in the case of a  mutilation  of this  Note,  upon
surrender and  cancellation of such Note, the Company shall issue a new Note, of
like tenor and amount,  in lieu of such lost,  stolen,  destroyed  or  mutilated
Note.


                                       4
<PAGE>

      11. Parties in Interest, Transferability.  This Note shall be binding upon
the Company and its  successors  and assigns and the terms hereof shall inure to
the benefit of the Payee and its successors and permitted assigns. This Note may
not be  transferred  or sold,  subject to the  provisions  of Section 17 of this
Note,  or pledged,  hypothecated  or otherwise  granted as security by the Payee
without the prior written consent of the Company.

      12.  Amendments.  This Note may not be  modified  or amended in any manner
except in writing executed by the Company and the Payee.

      13. Notices. Any notice,  demand,  request,  waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective  (a) upon hand  delivery by telecopy  or  facsimile  at the address or
number  designated  below (if delivered on a business day during normal business
hours where such notice is to be received),  or the first business day following
such delivery (if delivered  other than on a business day during normal business
hours where such notice is to be  received)  or (b) on the second  business  day
following  the date of  mailing  by  express  courier  service,  fully  prepaid,
addressed to such address,  or upon actual  receipt of such  mailing,  whichever
shall first occur.  The Company  will give written  notice to the Payee at least
thirty  (30) days  prior to the date on which the  Company  closes  its books or
takes a record (x) with respect to any dividend or distribution  upon the common
stock of the  Company,  (y) with respect to any pro rata  subscription  offer to
holders of common  stock of the  Company or (z) for  determining  rights to vote
with respect to a Major Transaction,  dissolution, liquidation or winding-up and
in no  event  shall  such  notice  be  provided  to such  holder  prior  to such
information  being made known to the public.  The Company will also give written
notice  to the  Payee  at  least  twenty  (20)  days  prior to the date on which
dissolution,  liquidation  or  winding-up  will take place and in no event shall
such notice be provided to the Payee prior to such information  being made known
to the public.

Address of the Payee:

Address of the Company:       HiEnergy Technologies, Inc.
                              1601-b Alton Parkway
                              Irvine, CA 92606
                              Phone: (949) 757-0855
                              Fax:   (949) 757-1477
                              Attention: Roger Spillmann
                                         Corporate Secretary

      14.  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to the choice of law  provisions.  This Note shall not be  interpreted or
construed  with any  presumption  against  the  party  causing  this  Note to be
drafted.

      15.  Headings.  Article  and section  headings  in this Note are  included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Note for any other purpose.


                                       5
<PAGE>

      16.  Remedies,   Characterizations,   Other   Obligations,   Breaches  and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other  remedies  available  under this Note, at law or in equity
(including,  without limitation,  a decree of specific  performance and/or other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall  limit a Payee's  right to pursue  actual  damages  for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received  by the Payee and shall not,  except as  expressly
provided  herein,  be subject to any other  obligation  of the  Company  (or the
performance thereof).

      17. Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Payee in the  exercise  of any power,  right or  privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

      18. Enforcement Expenses. The Company agrees to pay all costs and expenses
of  enforcement  of  this  Note,  including,   without  limitation,   reasonable
attorneys' fees and expenses.

      19. Binding Effect. The obligations of the Company and the Payee set forth
herein  shall be binding  upon the  successors  and  assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.

      20.  Compliance with Securities Laws. The Payee of this Note  acknowledges
that this Note is being acquired solely for the Payee's own account and not as a
nominee for any other party,  and for  investment,  and that the Payee shall not
offer,  sell or otherwise dispose of this Note other than in compliance with the
laws  of the  United  States  of  America  and as  guided  by the  rules  of the
Securities  and  Exchange   Commission.   This  Note  and  any  Note  issued  in
substitution  or  replacement  therefore  shall be stamped or  imprinted  with a
legend in substantially the following form:

      "THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
      LAW AND MAY NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF
      UNLESS  REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE  SECURITIES LAWS OR WAVE WIRELESS  CORPORATION  SHALL HAVE
      RECEIVED AN OPINION OF ITS  COUNSEL  THAT  REGISTRATION  OF SUCH
      SECURITIES  UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF
      APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

      21.  Severability.  The provisions of this Note are severable,  and if any
provision  shall be held  invalid  or  unenforceable  in whole or in part in any
jurisdiction,  then such invalidity or unenforceability  shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Note in any jurisdiction.


                                       6
<PAGE>

      22. Consent to Jurisdiction.  Each of the Company and the Payee (i) hereby
irrevocably  submits to the  jurisdiction  of the United States  District  Court
sitting in the Southern  District of New York and the courts of the State of New
York  located  in New York  county  for the  purposes  of any  suit,  action  or
proceeding  arising out of or relating to this Note and (ii) hereby waives,  and
agrees not to assert in any such suit,  action or proceeding,  any claim that it
is not  personally  subject to the  jurisdiction  of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit,  action or proceeding  is improper.  Each of the Company and the Payee
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof  to such  party at the  address  set forth in Section 10
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing in this Section 19 shall affect or limit
any right to serve process in any other manner permitted by law.

      23. Company Waivers. Except as otherwise specifically provided herein, the
Company  and all  others  that  may  become  liable  for all or any  part of the
obligations evidenced by this Note, hereby waive presentment,  demand, notice of
nonpayment,  protest and all other  demands and notices in  connection  with the
delivery,  acceptance,  performance  and enforcement of this Note, and do hereby
consent to any number of renewals of  extensions  of the time or payment  hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon,  all without affecting the liability
of the other persons,  firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

            (a) No delay or omission on the part of the Payee in exercising  its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other  right of the Payee,  nor shall any waiver by
the Payee of any such right or rights on any one  occasion be deemed a waiver of
the same right or rights on any future occasion.

            (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE
IS A PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW,  HEREBY  WAIVES  ITS  RIGHT TO  NOTICE  AND  HEARING  WITH  RESPECT  TO ANY
PREJUDGMENT  REMEDY WHICH THE PAYEE OR ITS  SUCCESSORS  OR ASSIGNS MAY DESIRE TO
USE.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       7
<PAGE>

            IN WITNESS WHEREOF, the Company has executed and delivered this Note
as of the date first written above.

                                  HiEnergy Technologies, Inc.

                                  By:
                                     -------------------------------------------
                                     Name: Bogdan C. Maglich
                                     Title: Chairman and Chief Executive Officer


                                       8
<PAGE>

                                    EXHIBIT A

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE  SECURITIES  LAWS OR HIENERGY  TECHNOLOGIES,  INC.  SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT  REGISTRATION OF SUCH  SECURITIES  UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS
IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                           HIENERGY TECHNOLOGIES, INC.

Holder:
Warrant No.: W-
Number of Warrant Shares:
Exercise Price: $0.80 per Warrant Share
Original Issue Date:
Expiration Date:

      FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth, the
undersigned,  HiEnergy Technologies, Inc., a Delaware corporation (together with
its successors and assigns,  the "Issuer"),  hereby certifies that the Holder or
its registered  assign or assigns  (individually or collectively  referred to as
the  "Holder")  is entitled to  subscribe  for and  purchase,  during the period
defined  below in this  Warrant  as the  Term,  the  number  of  Warrant  Shares
indicated  above shares  (subject to adjustment as hereinafter  provided) of the
duly authorized,  validly issued,  fully paid and  non-assessable  shares of the
Issuer's  Common Stock,  as defined below in this Warrant,  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 hereinafter set forth.

1. Definitions.  For the purposes of this Warrant,  the following terms have the
following meanings:

      "Board" means the Board of Directors of the Issuer.

      "Business Day" means any day except a Saturday, Sunday or any day on which
commercial  banks in Irvine,  California or New York, New York are authorized or
required by law or other government action to close.


                                       9
<PAGE>

      "Capital  Stock"  means and  includes  (i) any and all shares,  interests,
participations  or other  equivalents  of or interests  in (however  designated)
corporate  stock,  including,   without  limitation,   shares  of  preferred  or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a  partnership,  (iii) all  membership  interests or limited
liability  company  interests  in any limited  liability  company,  and (iv) all
equity or ownership interests in any Person of any other type.

      "Certificate of  Incorporation"  means the Certificate of Incorporation of
the Issuer as in effect on the Original  Issue Date,  and as hereafter from time
to time amended, modified, supplemented or restated in accordance with the terms
hereof and thereof and pursuant to applicable law.

      "Common Stock" means the Common Stock,  par value $0.001 per share, of the
Issuer and any other  Capital  Stock into  which  such  stock may  hereafter  be
changed.

      "Exercise  Date" means the date that the amount payable under Section 3(b)
is  received  in  full  by the  Issuer  in  immediately  available  U.S.  dollar
denominated  funds in the  account  of the  Issuer  at a  financial  institution
designated from time to time by the Issuer pursuant to the Note; or the date the
Holder executes the cashless exercise provision provided for herein and pursuant
to the conditions set forth Section 3 (c).

      "Governmental   Authority"   means   any   governmental,   regulatory   or
self-regulatory  entity,  department,  body,  official,  authority,  commission,
board, agency or instrumentality,  whether federal,  state or local, and whether
domestic or foreign.

      "Holders"  mean the Persons  who shall from time to time own any  Warrant.
The term "Holder" means one of the Holders.

      "Independent  Appraiser"  means a nationally  recognized or major regional
investment  banking firm or firm of independent  certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements  of  the  Issuer)  that  is  regularly  engaged  in the  business  of
appraising  the Capital  Stock or assets of  corporations  or other  entities as
going concerns, and which is not affiliated with either the Issuer or the Holder
of any Warrant.

      "Issuer" means HiEnergy  Technologies,  Inc., a Delaware corporation,  and
its successors.

      "Majority  Holders" means at any time the Holders of Warrants  exercisable
for a majority of the Warrant  Shares  issuable  under the  Warrants at the time
outstanding.

      "Note"  means the Senior  Convertible  Promissory  Bridge Note dated as of
__________, 2005 between the Issuer and the investor, or Payee, thereto.

      "Original  Issue  Date"  means the date of the  Closing  as defined in the
Note.

      "OTC Bulletin Board" means the over-the-counter electronic bulletin board.

      "Other  Common"  means any other  Capital Stock of the Issuer of any class
which shall be authorized at any time after the date of this Warrant (other than
Common Stock) and which shall have the right to participate in the  distribution
of earnings and assets of the Issuer without limitation as to amount.


                                       10
<PAGE>

      "Person"  means an individual,  corporation,  limited  liability  company,
partnership,  joint stock company,  trust,  unincorporated  organization,  joint
venture, Governmental Authority or other entity of whatever nature.

      "Per Share Market Value" means on any particular date (a) the closing sale
price for a share of Common Stock in the over-the-counter market, as reported by
the OTC Bulletin  Board or in the National  Quotation  Bureau  Incorporated  (or
similar organization or agency succeeding to its functions of reporting prices),
or as reported by such other senior United States trading facility as the Issuer
may elect,  at the close of business on such date, or (b) if the Common Stock is
not then  reported by the OTC Bulletin  Board or the National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting  prices) or by such other senior United States trading facility as the
Issuer may elect,  then the average of the "Pink Sheet"  quotes for the relevant
conversion  period,  as  determined  in good faith by the  Board,  or (c) if the
Common  Stock is not then  publicly  traded the fair market  value of a share of
Common Stock as determined by the Board in good faith;  provided,  however, that
the Majority  Holders,  after receipt of the  determination by the Board,  shall
have the right to select, jointly with the Issuer, an Independent Appraiser,  in
which case, the fair market value shall be the determination by such Independent
Appraiser; and provided, further that all determinations of the Per Share Market
Value shall be appropriately  adjusted for any stock dividends,  stock splits or
other similar  transactions during such period. The determination of fair market
value shall be based upon the fair market  value of the Issuer  determined  on a
going concern  basis as between a willing buyer and a willing  seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties.  In  determining  the fair market value of any shares of
Common Stock, no consideration shall be given to any restrictions on transfer of
the Common Stock imposed by agreement or by federal or state securities laws, or
to the existence or absence of, or any limitations on, voting rights.

      "Securities"  means any debt or equity  securities of the Issuer,  whether
now or hereafter authorized, any instrument convertible into or exchangeable for
Securities or a Security,  and any option, warrant or other right to purchase or
acquire any Security. "Security" means one of the Securities.

      "Securities  Act" means the  Securities  Act of 1933,  as amended,  or any
similar federal statute then in effect.

      "Subsidiary"  means  any  corporation  at least  50% of whose  outstanding
Voting Stock shall at the time be owned  directly or indirectly by the Issuer or
by one or  more of its  Subsidiaries,  or by the  Issuer  and one or more of its
Subsidiaries.

      "Term" has the meaning specified in Section 2 hereof.

      "Trading  Day" means (a) a day on which the Common  Stock is traded on the
OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter  market
as  reported  by the  National  Quotation  Bureau  Incorporated  (or any similar
organization  or agency  succeeding  its functions of reporting  prices) or such
other  senior  United  States  trading  facility  as in the  issuer  may  elect;
provided,  however,  that in the event  that the  Common  Stock is not listed or
quoted as set forth in (a) or (b)  hereof,  then  Trading Day shall mean any day
except  Saturday,  Sunday and any day which shall be a legal holiday or a day on
which banking  institutions  in the State of New York are authorized or required
by law or other government action to close.


                                       11
<PAGE>

      "Voting Stock" means, as applied to the Capital Stock of any  corporation,
Capital  Stock of any class or  classes  (however  designated)  having  ordinary
voting  power for the  election  of a  majority  of the  members of the Board of
Directors  (or other  governing  body) of such  corporation,  other than Capital
Stock having such power only by reason of the happening of a contingency.

      "Warrants"  means  the  Warrants  issued  and sold  pursuant  to the Note,
including,  without  limitation,  this Warrant,  and any other  warrants of like
tenor  issued in  substitution  or  exchange  for any  thereof  pursuant  to the
provisions  of  Section  3(c),  3(d) or  3(e)  hereof  or of any of  such  other
Warrants.

      "Warrant Price"  initially means U.S. $0.80, as such price may be adjusted
from  time to time as  shall  result  from  the  adjustments  specified  in this
Warrant, including Section 5 hereto.

      "Warrant  Share Number" means at any time the aggregate  number of Warrant
Shares which may at such time be purchased upon exercise of this Warrant,  after
giving  effect to all prior  adjustments  to such  number made or required to be
made under the terms hereof.

      "Warrant  Shares"  means shares of Common Stock  issuable upon exercise of
any  Warrant or  Warrants  or  otherwise  issuable  pursuant  to any  Warrant or
Warrants.

2. Term.  The right to subscribe  for and purchase  Warrant  Shares  represented
hereby  shall  commence  on  _____________,  2005 and  shall  expire at 5:00 pm,
Eastern Time, on  _____________,  2008 such period  sometimes  herein called the
"Term").

3.  Method of  Exercise  and  Payment;  Issuance  of New  Warrant  Certificates;
Transfer and Exchange.

      (a) Time of Exercise.  The purchase rights represented by this Warrant may
be  exercised  in whole or in part at any time and from time to time  during the
Term, and this Warrant shall be considered  exercised on the date (the "Exercise
Date") that the amount  payable  under  Section  3(b) is received in full by the
Issuer in immediately  available U.S. dollar denominated funds in the account of
the Issuer at a financial institution designated from time to time by the Issuer
pursuant to the Note; or Warrant  shall be considered  exercised on the date the
Holder executes the cashless exercise provision provided for herein and pursuant
to the conditions set forth Section 3(c).

      (b) Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in  part,  by (1) a  facsimile  transmission  executed  and sent to the
attention of the Secretary of the Company, and (2) the physical surrender on the
next Trading Day of this Warrant (with the exercise  form  attached  hereto duly
executed) at the principal office of the Issuer,  and (2) by the payment in full
to the order of the Issuer on the next trading day of an amount of consideration
therefor equal to the Warrant Price in effect on the Exercise Date multiplied by
the number of Warrant  Shares with  respect to which this  Warrant is then being
exercised,  payable in immediately  available U.S. dollar  denominated  funds by
check  or by  wire to the  account  of the  Issuer  at a  financial  institution
designated from time to time by the Issuer pursuant to the Note.


                                       12
<PAGE>

      (c)  Cashless  Exercise.  Notwithstanding  any  provisions  herein  to the
contrary,  if the underlying  securities are not registered by __________,  2006
[one-year]  then the Holder may  exercise  this  Warrant by  cashless  exercise,
wherein, in lieu of exercising this Warrant by payment of cash, the Holder shall
receive  the number of shares of Common  Stock  equal to the  amount  determined
below  upon  surrender  of this  Warrant at the  principal  office of the Issuer
together with a properly  endorsed  Notice of Exercise in which event the Issuer
shall issue to the Holder a number of shares of Common Stock  computed using the
following formula:

   X = Y - (A)(Y)
           ------
             B

   Where:

   X =    the number of shares of Common Stock to be issued to the Holder;
   Y =    the number of shares of Common  Stock  purchasable  upon  exercise of
          all of the  Warrant or, if a partial  exercise,  the number of shares
          underlying the portion being exercised;
   A =    the Exercise Price;
   B =    the Per Share Market Value of one share of Common Stock.

The Holder may  exercise  this  warrant by cashless  exercise if the closing bid
price  for one share of Common  Stock at the  close of  business  on the date of
exercise in the  over-the-counter  market as reported by the OTC Bulletin Board,
or as  reported  in  the  National  Quotation  Bureau  Incorporated  or  similar
organization or agency  succeeding to its functions of reporting  prices,  or as
reported by such other senior United States  trading  facility as the Issuer may
elect (the "Per Share Market  Price"),  is less than the Exercise  Price and the
Warrant remains unregistered on the date of exercise.

      (d)  Issuance of Stock  Certificates.  In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the Warrant Shares so purchased
shall be dated as of the Exercise Date and delivered to the Holder hereof within
a reasonable time, not exceeding three (3) Trading Days after the Exercise Date,
and the Holder  hereof  shall be deemed for all purposes to be the Holder of the
Warrant Shares so purchased as of the Exercise Date and (ii) unless this Warrant
has expired,  a new Warrant  representing the number of Warrant Shares,  if any,
with respect to which this Warrant shall not then have been exercised  (less any
amount  thereof which shall have been canceled in payment or partial  payment of
the Warrant Price as  hereinabove  provided)  shall also be issued to the Holder
hereof at the Issuer's expense within such time.

      (e) Transferability of Warrant.  Subject to Section 3(g), this Warrant may
be  transferred  by a Holder  without the consent of the Issuer.  If transferred
pursuant to this paragraph, and subject to the provisions of Section 3 (g), this
Warrant may be  transferred  on the books of the Issuer by the Holder  hereof in
person or by duly  authorized  attorney,  upon  surrender of this Warrant at the
principal  office of the Issuer,  properly  endorsed (by the Holder executing an
assignment  in the form  attached  hereto)  and upon  payment  of any  necessary
transfer  tax or other  governmental  charge  imposed upon such  transfer.  This
Warrant is exchangeable  at the principal  office of the Issuer for Warrants for
the purchase of the same aggregate number of Warrant Shares, each new Warrant to
represent  the right to  purchase  such  number of Warrant  Shares as the Holder
hereof shall  designate  at the time of such  exchange.  All Warrants  issued on
transfers  or  exchanges  shall be dated the  Original  Issue  Date and shall be
identical with this Warrant  except as to the number of Warrant Shares  issuable
pursuant hereto.


                                       13
<PAGE>

      (f) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

      (g) Compliance with Securities Laws.

      (i) The Holder of this Warrant,  by acceptance  hereof,  acknowledges that
      this Warrant or the Warrant  Shares to be issued upon exercise  hereof are
      being  acquired  solely for the  Holder's own account and not as a nominee
      for any other  party,  and for  investment,  and that the Holder  will not
      offer,  sell or otherwise dispose of this Warrant or any Warrant Shares to
      be  issued  upon  exercise   hereof   except   pursuant  to  an  effective
      registration  statement,  or an  exemption  from  registration,  under the
      Securities Act and any applicable state securities laws.

      (ii) Except as provided in  paragraph  (iii)  below,  this Warrant and all
      certificates representing Warrant Shares issued upon exercise hereof shall
      be stamped or imprinted with a legend in substantially the following form:

      THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE  HEREOF
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES  ACT")  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,
      TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  UNLESS   REGISTERED  UNDER  THE
      SECURITIES  ACT AND UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR HIENERGY
      TECHNOLOGIES,  INC.  SHALL HAVE  RECEIVED AN OPINION OF ITS  COUNSEL  THAT
      REGISTRATION  OF SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

      (iii) The restrictions imposed by this subsection (g) upon the transfer of
      this Warrant or the Warrant  Shares to be purchased  upon exercise  hereof
      shall terminate (A) when such  securities  shall have been resold pursuant
      to an effective  registration statement under the Securities Act, (B) upon
      the  Issuer's  receipt  of an opinion of  counsel,  in form and  substance
      reasonably  satisfactory  to the  Issuer,  addressed  to the Issuer to the
      effect that such  restrictions are no longer required to ensure compliance
      with the Securities Act and state securities laws or (C) upon the Issuer's
      receipt of other evidence reasonably  satisfactory to the Issuer that such
      registration  and  qualification   under  the  Securities  Act  and  state
      securities laws are not required.  Whenever such restrictions  shall cease
      and  terminate  as to any such  securities,  the Holder  thereof  shall be
      entitled to receive from the Issuer (or its transfer agent and registrar),
      without  expense  (other than  applicable  transfer  taxes,  if any),  new
      Warrants (or, in the case of Warrant Shares,  new stock  certificates)  of
      like tenor not bearing the  applicable  legend  required by paragraph (ii)
      above relating to the Securities Act and state securities laws.

4. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
agrees that all  Warrant  Shares  which may be issued upon the  exercise of this
Warrant or any shares of capital stock otherwise  issuable  hereunder will, upon
issuance, be duly authorized,  validly issued, fully paid and non-assessable and
free from all taxes,  liens and  charges  created by,  through or under  Issuer,
other than resale restrictions under the federal or state securities laws.


                                       14
<PAGE>

      (b)  Reservation.  The Issuer  covenants and agrees that during the period
within  which this Warrant may be  exercised,  the Issuer will at all times have
authorized  and  reserved  for the  purpose of the issue upon  exercise  of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.  If any shares of Common Stock required to be reserved
for issuance  upon exercise of this Warrant or as otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before such shares may be so issued,  the Issuer will, upon
notice from the Holder of such  requirement,  in good faith use its best efforts
as  expeditiously  as  possible  at its  expense to cause such shares to be duly
registered or qualified.  If the Issuer shall list any shares of Common Stock on
any  securities  exchange  or  market it will,  at its  expense,  list  thereon,
maintain and increase when necessary  such listing,  of, all Warrant Shares from
time to time  issued  upon  exercise of this  Warrant or as  otherwise  provided
hereunder,  and,  to the  extent  permissible  under the  applicable  securities
exchange  rules,  all unissued  Warrant  Shares  which are at any time  issuable
hereunder,  so long as any shares of Common Stock shall be so listed. The Issuer
will also so list on each securities  exchange or market, and will maintain such
listing  of,  any other  securities  which the Holder of this  Warrant  shall be
entitled  to  receive  upon  the  exercise  of this  Warrant  if at the time any
securities  of the same class  shall be listed on such  securities  exchange  or
market by the Issuer.

      (c)  Covenants.  The Issuer  shall not by any action,  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any  provision  of the  Certificate  of  Incorporation  or by-laws of the
Issuer in any manner  that would  adversely  affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

      (d) Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

5. Adjustment of Warrant Price and Warrant Share Number. The number of shares of
Common Stock for which this Warrant is exercisable,  and the price at which such
shares may be  purchased  upon  exercise  of this  Warrant,  shall be subject to
adjustment  from time to time as set forth in this  Section 5. The Issuer  shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 5 in accordance with Section 6.


                                       15
<PAGE>

      (a)  Recapitalization,  Reorganization,  Reclassification,  Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering  Event"): (a) consolidate with or merge
      into any  other  Person  and the  Issuer  shall not be the  continuing  or
      surviving  corporation of such  consolidation or merger, or (b) permit any
      other Person to  consolidate  with or merge into the Issuer and the Issuer
      shall be the continuing or surviving  Person but, in connection  with such
      consolidation or merger,  any Capital Stock of the Issuer shall be changed
      into or exchanged for  Securities of any other Person or cash or any other
      property,  or (c) transfer all or  substantially  all of its properties or
      assets to any other  Person,  or (d)  effect a capital  reorganization  or
      reclassification  of its Capital Stock, then, and in the case of each such
      Triggering  Event,  proper provision shall be made so that, upon the basis
      and the terms and in the manner  provided in this  Warrant,  the Holder of
      this Warrant shall be entitled upon the exercise  hereof at any time after
      the  consummation of such Triggering  Event, to the extent this Warrant is
      not exercised  prior to such  Triggering  Event, to receive at the Warrant
      Price in effect at the time immediately  prior to the consummation of such
      Triggering  Event in lieu of the Common Stock  issuable upon such exercise
      of this Warrant prior to such Triggering  Event, the Securities,  cash and
      property  to  which  such  Holder  would  have  been   entitled  upon  the
      consummation  of such  Triggering  Event if such Holder had  exercised the
      rights represented by this Warrant  immediately prior thereto,  subject to
      adjustments  (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 5.

            (ii)  Notwithstanding  anything  contained  in this  Warrant  to the
      contrary, the Issuer will not effect any Triggering Event if, prior to the
      consummation  thereof,  each Person  (other than the Issuer)  which may be
      required to deliver any Securities,  cash or property upon the exercise of
      this  Warrant as  provided  herein  shall  assume,  by written  instrument
      delivered to, and reasonably  satisfactory to, the Holder of this Warrant,
      (A) the  obligations  of the Issuer  under this Warrant (and if the Issuer
      shall survive the consummation of such Triggering  Event,  such assumption
      shall be in  addition  to,  and shall not  release  the Issuer  from,  any
      continuing  obligations  of the  Issuer  under this  Warrant)  and (B) the
      obligation  to deliver to such Holder such shares of  Securities,  cash or
      property  as,  in  accordance  with  the  foregoing   provisions  of  this
      subsection (a), such Holder shall be entitled to receive,  and such Person
      shall have  similarly  delivered  to such Holder an opinion of counsel for
      such  Person,  which  counsel  shall be  reasonably  satisfactory  to such
      Holder,  stating that this Warrant shall thereafter continue in full force
      and effect and the terms hereof (including, without limitation, all of the
      provisions of this  subsection (a)) shall be applicable to the Securities,
      cash or property  which such  Person may be  required to deliver  upon any
      exercise of this Warrant or the exercise of any rights pursuant hereto.

      (b) Stock  Dividends,  Subdivisions and  Combinations.  If at any time the
Issuer shall:

            (i) take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other  distribution
      of, shares of Common Stock,


                                       16
<PAGE>

            (ii) subdivide its outstanding  shares of Common Stock into a larger
      number of shares of Common Stock, or

            (iii) combine its outstanding  shares of Common Stock into a smaller
      number of shares of Common Stock,  then (1) the number of shares of Common
      Stock  for  which  this  Warrant  is  exercisable  immediately  after  the
      occurrence  of any such  event  shall be  adjusted  to equal the number of
      shares of Common Stock which a record  holder of the same number of shares
      of Common Stock for which this Warrant is exercisable immediately prior to
      the occurrence of such event would own or be entitled to receive after the
      happening of such event, and (2) the Warrant Price then in effect shall be
      adjusted to equal (A) the Warrant  Price then in effect  multiplied by the
      number of shares of Common  Stock for which this  Warrant  is  exercisable
      immediately prior to the adjustment divided by (B) the number of shares of
      Common Stock for which this Warrant is exercisable  immediately after such
      adjustment.

      (c) Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (d) Escrow of Warrant Shares. If after any property becomes  distributable
pursuant to this  Section 5 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

6. Notice of  Adjustments.  Whenever the Warrant  Price or Warrant  Share Number
shall be adjusted  pursuant to Section 5 hereof (for purposes of this Section 6,
each an  "adjustment"),  the Issuer shall cause its Chief  Financial  Officer to
prepare and execute a certificate setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment  was  calculated  (including a description  of the basis on which the
Board made any determination hereunder), and the Warrant Price and Warrant Share
Number after giving  effect to such  adjustment,  and shall cause copies of such
certificate  to be delivered to the Holder of this Warrant  promptly  after each
adjustment.  Any dispute  between the Issuer and the Holder of this Warrant with
respect to the  matters set forth in such  certificate  may at the option of the
Holder of this  Warrant be submitted  to one of the  national  accounting  firms
currently  known as the "big five"  selected  by the Holder,  provided  that the
Issuer shall have ten (10) days after  receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select
another such firm and the Issuer shall have no such right of objection. The firm
selected by the Holder of this  Warrant as provided  in the  preceding  sentence
shall be  instructed  to  deliver a written  opinion  as to such  matters to the
Issuer and such Holder  within  thirty (30) days after  submission to it of such
dispute. Such opinion shall be final and binding on the parties hereto.

7. Fractional  Shares. No fractional Warrant Shares will be issued in connection
with and exercise  hereof,  but in lieu of such  fractional  shares,  the Issuer
shall  make a cash  payment  therefore  equal in  amount to the  product  of the
applicable fraction multiplied by the Per Share Market Value then in effect.


                                       17
<PAGE>

8. Call.  Notwithstanding  anything herein to the contrary,  commencing any time
during the effectiveness of the registration  statement  registering the Warrant
Shares, or at such time the Holder has the right to effect a cashless  exercise,
the Issuer,  at its option,  may call up to one hundred  percent  (100%) of this
Warrant if the Per Share  Market  Value of the Common Stock has been equal to or
greater than $2.00 per share for a period of five (5)  consecutive  Trading Days
immediately  prior to the date of delivery  of the Call  Notice (a "Call  Notice
Period") by providing  the Holder of this  Warrant  written  notice  pursuant to
Section 13 (the "Call Notice").  The rights and privileges  granted  pursuant to
this Warrant with respect to the Warrant  Shares subject to the Call Notice (the
"Called  Warrant  Shares")  shall expire on the  twentieth  (20th) day after the
Holder receives the Call Notice (the "Early  Termination  Date") if this Warrant
is not exercised  with respect to such Called Warrant Shares prior to such Early
Termination Date. In the event this Warrant is not exercised with respect to the
Called Warrant Shares,  the Issuer shall remit to the Holder of this Warrant (i)
$.01 per Called Warrant Share and (ii) a new Warrant  representing the number of
Warrant  Shares,  if any,  which shall not have been  subject to the Call Notice
upon the Holder tendering to the Issuer the applicable Warrant certificate.

9. Ownership Cap and Certain Exercise Restrictions.

      (a) Notwithstanding anything to the contrary set forth in this Warrant, at
no time may a holder of this  Warrant  exercise  this  Warrant  if the number of
shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated  with all other  shares of Common  Stock owned by such holder at such
time,  the number of shares of Common  Stock which  would  result in such holder
owning more than  4.999% of all of the Common  Stock  outstanding  at such time;
provided,  however, that upon a holder of this Warrant providing the Issuer with
sixty-one (61) days notice (pursuant to Section 13 hereof) (the "Waiver Notice")
that such holder would like to waive this Section 9(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 9(a)
will be of no force or effect  with  regard to all or a portion  of the  Warrant
referenced in the Waiver Notice; provided, further, that this provision shall be
of no  further  force or effect  during  the  sixty-one  (61)  days  immediately
preceding the expiration of the term of this Warrant.

      (b) The Holder may not exercise  the Warrant  hereunder to the extent such
exercise  would  result in the  Holder  beneficially  owning (as  determined  in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  provided,  however,  that  upon a holder of this
Warrant  providing  the Company with a Waiver Notice that such holder would like
to waive this  Section  9(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 9(b) shall be of no force
or effect with regard to those Warrant  Shares  referenced in the Waiver Notice;
provided,  further,  that this provision  shall be of no further force or effect
during the sixty-one (61) days immediately  preceding the expiration of the term
of this Warrant.

10. Other Notices. In case at any time:

      (a) the  Issuer  shall  make any  distributions  to the  holders of Common
Stock; or


                                       18
<PAGE>

      (b) the Issuer shall  authorize  the granting to all holders of its Common
Stock of rights to subscribe  for or purchase any shares of Capital Stock of any
class or other rights; or

      (c)  there  shall  be any  reclassification  of the  Capital  Stock of the
Issuer; or

      (d) there shall be any capital reorganization by the Issuer; or

      (e) there shall be any (i) consolidation or merger involving the Issuer or
(ii) sale,  transfer or other  disposition  of all or  substantially  all of the
Issuer's property,  assets or business (except a merger or other  reorganization
in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation,
merger,   sale,   transfer  or  other   disposition   involving  a  wholly-owned
Subsidiary); or

      (f) there shall be a voluntary or involuntary dissolution,  liquidation or
winding-up  of  the  Issuer  or  any  partial   liquidation  of  the  Issuer  or
distribution to holders of Common Stock; then, in each of such cases, the Issuer
shall  give  written  notice to the Holder of the date on which (i) the books of
the  Issuer  shall  close  or  a  record  shall  be  taken  for  such  dividend,
distribution   or   subscription    rights   or   (ii)   such    reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be,  shall take  place.  Such notice also shall
specify  the date as of which  the  holders  of  Common  Stock of  record  shall
participate in such dividend,  distribution or subscription  rights, or shall be
entitled to exchange their certificates for Common Stock for securities or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be.
Such  notice  shall be given at least  twenty  (20) days  prior to the action in
question and not less than twenty (20) days prior to the record date or the date
on which the Issuer's  transfer books are closed in respect thereto.  The Holder
shall  have the  right to send two (2)  representatives  selected  by it to each
meeting, who shall be permitted to attend, but not vote at, such meeting and any
adjournments  thereof. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

11.  Amendment and Waiver.  Any term,  covenant,  agreement or condition in this
Warrant may be amended, or compliance  therewith may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  by a
written  instrument  or  written  instruments  executed  by the  Issuer  and the
Majority  Holders;  provided,  however,  that no such  amendment or waiver shall
reduce the Warrant Share Number,  increase the Warrant Price, shorten the period
during  which this  Warrant may be  exercised  or modify any  provision  of this
Section 11 except with the consent of the Holder of this  Warrant or pursuant to
this Warrant Agreement.

12. Governing Law. THIS WARRANT 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.

13.  Notices.  All  notices,  requests,  consents  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  for notice prior to 5:00 p.m.,  eastern
time,  on a Business  Day, or if not,  then on the next  Business  Day, (ii) the
Business Day  following the date of mailing,  if sent by  nationally  recognized
overnight  courier service  specifying  next-day  delivery with  verification of
delivery or (iii) actual receipt by the party to whom such notice is required to
be  given.  The  addresses  for such  communications  shall  be at the  relevant
Holder's  last known address or facsimile  number  appearing on the books of the
Issuer  maintained for such purposes,  or with respect to the Issuer,  addressed
to:


                                       19
<PAGE>

                        HiEnergy Technologies, Inc.
                        Attn: Corporate Secretary
                        1601B Alton Parkway
                        Irvine, California 92606
                        Tel. No.: (949) 757-0855
                        Fax No.:  (949) 757-1477

with a copy to:

                        August Law Group, P.C.
                        Attn:  Kenneth S. August, Esq.
                        The Atrium
                        19200 Von Karman Ave., Suite 500
                        Irvine, CA 92612
                        Tel No.: (949) 752-7772
                        Fax No.: (949) 752-7776

Copies of notices to the Holder shall be sent to the  attorney  indicated in the
signature  pages to this Warrant.  Any party hereto may from time to time change
its or its  attorney's  address  for  notices  by  giving at least ten (10) days
written notice of such changed address to the other party hereto.

14. Warrant  Transfer Agent. The Issuer may, by written notice to each Holder of
this  Warrant,  appoint an agent or more than one agent  having an office in New
York, New York for the purpose of being directly involved with Holder in respect
to  issuing  Warrant  Shares  upon the  exercise  of this  Warrant  pursuant  to
subsections  (b) and (c) of Section 3 hereof,  transferring  or exchanging  this
Warrant or any  Warrant  Certificate  pursuant  to  subsection  (e) of Section 3
hereof  or  replacing  this  Warrant  or any  Warrant  Certificate  pursuant  to
subsection (d) of Section 4 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such  office by such agent or  agents,  as  designated  from time to time by the
Issuer.

15.  Remedies.  The Issuer  stipulates that the remedies at law of the Holder of
this Warrant in the event of any default or threatened  default by the Issuer in
the performance of or compliance with any of the terms of this Warrant,  and the
Holder likewise  stipulates that the remedies at law of the Issuer,  are not and
will not be adequate and that,  to the fullest  extent  permitted  by law,  such
terms may be specifically  enforced by a decree for the specific  performance of
any  agreement  contained  herein,  interim  relief,  or  by an  injunction  for
performance  or against a violation of any of the terms hereof.  This Warrant is
acquired by the Holder pursuant to and subject to the terms of the Note.

16.  Successors and Assigns.  All respective  rights,  powers and privileges and
respective  obligations  evidenced by this Warrant shall inure to the benefit of
and be binding upon the Issuer and only the registered successors and registered
assigns of the Holder hereof and (to the extent provided  herein) the Holders of
Warrant  Shares issued  pursuant  hereto,  and shall be  enforceable by any such
Holder or Holder of Warrant Shares.


                                       20
<PAGE>

17. Modification and Severability.  If, in any action before any court or agency
legally  empowered to enforce any  provision  contained  herein,  any  provision
hereof  is  found to be  unenforceable,  then  such  provision  shall be  deemed
modified to the extent necessary to make it enforceable by such court or agency.
If any such provision is not enforceable as set forth in the preceding sentence,
the  unenforceability of such provision shall not affect the other provisions of
this  Warrant,  but this Warrant  shall be  construed  as if such  unenforceable
provision had never been contained herein.

18.  Headings.  The headings of the Sections of this Warrant are for convenience
of reference only and shall not, for any purpose,  be deemed to modify any other
term or provision of this Agreement.

IN WITNESS  WHEREOF,  the Issuer has executed this Warrant to Purchase Shares of
Common Stock of HiEnergy  Technologies,  Inc., Warrant No. W-___, as of the date
first above written.

                                    HIENERGY TECHNOLOGIES, INC., a Delaware
                                    corporation

                                    By:
                                       ------------------------------------
                                       Dr. Bogdan C. Maglich
                                       Chief  Executive Officer


                                       21
<PAGE>

                                   Schedule A

(Accurate only as of the date of the date first set forth above,  and subject to
future  changes in the  registered  Holder as listed  above and  successors  and
assigns registered pursuant to the Warrant.)

Registered Holder                         Copy To
-----------------                         -------


                                       22
<PAGE>

                           HIENERGY TECHNOLOGIES, INC.

                                  EXERCISE FORM

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby elects to purchase  ________ shares of Common Stock of HiEnergy
Technologies, Inc. covered by the within Warrant.

Dated: _________________
Signature: ___________________________

Address: _____________________
         _____________________

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________
Signature: ___________________________

Address: _____________________
         _____________________

                             PARTIAL ASSIGNMENT FORM

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to purchase  _________ Warrant Shares evidenced by
the within  Warrant  together  with all  rights  therein,  and does  irrevocably
constitute and appoint  ___________________,  attorney, to transfer that part of
the said Warrant on the books of the within named corporation.

Dated: _________________
Signature: ___________________________

Address: _____________________
         _____________________


                                       23
<PAGE>

                           HIENERGY TECHNOLOGIES, INC.

                             CASHLESS EXERCISE FORM

       (To be executed upon exercise of Warrant pursuant to Section 3(c) )

The undersigned  ______________hereby  irrevocably elects a cashless exercise of
the right of purchase represented by the within the Warrant for, and to purchase
thereunder,  ______________ shares of Common Stock, as provided for in Section 3
(c) therein.

If said  number of  shares  shall not be all the  shares  purchasable  under the
within  the  Warrant,  a new  Warrant  is to be  issued  in  the  name  of  said
undersigned  for the  balance  remaining  of the shares  purchasable  thereunder
rounded up to the next higher number of shares.

      Please issue a certificate  or  certificates  for such Common Stock in the
name of, and pay any cash for any fractional shares to:

NAME: ______________________________________________
                 (Please Print Name)

ADDRESS: ___________________________________________

         ___________________________________________


SOCIAL SECURITY NUMBER: ____________________________


SIGNATURE: _________________________________________


NOTE: The above signature should  correspond  exactly with the name on the first
page of this Warrant or with the name the assignee  appearing in the  assignment
form on the preceding page.


                                       24