EXHIBIT 10.30


                              [HIENERGY LETTERHEAD]



THIS  TERMINATION  AGREEMENT  ("Agreement")  executed  on the 2 day of December,
2002,  terminates  that  certain  Letter  Agreement  (the  "Original Agreement")
entered  into  as  of  the  1st  day  of  May,  2002,  by  and  between HiEnergy
Technologies,  Inc.  ("HiEnergy" or the "Company"), and Wolfe Axelrod Weinberger
Associates,  LLC.  ("WAW").

1.     TERMINATION.  Subject  to the terms and conditions of this Agreement, the
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Original Agreement is terminated effective as of the date first set forth above.
The  Original Agreement shall be of no further force or effect, and the parties'
obligations  thereunder  shall  be  deemed  completely performed and discharged.
Except  as  set  forth  in  this  Agreement,  any liabilities arising out of the
Original  Agreement and performances rendered thereunder are hereby released and
shall  be  deemed  satisfied  in  their  entirety.

2.     COMPENSATION.  HiEnergy Technologies, Inc. agrees that the outstanding
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receivable amounting to $30,000 (Thirty thousand dollars and no cents) plus
$637.75 in expenses will be paid at the rate of $10,000 per month on the first
Thursday of each month starting December 5th and continuing thru February 6,
2003 (at which time the balance including expenses will be paid) until the
entire outstanding receivable has been paid.  If the payment is not made within
three (3) days of the scheduled payment date, then the entire outstanding
balance will be deemed late and HiEnergy agrees to pay the entire outstanding
amount immediately.

Furthermore,  HiEnergy  Technologies,  Inc.  has  agreed to register the 250,000
options  granted  to  Wolfe Axelrod Weinberger Associates LLC. as of the current
date  with  a  strike  price of $2.12 per share and a duration of five (5) years
from the inception date of 5/1/2002.  Such options will have customary piggyback
registration  rights  for the duration of the options with respect to the shares
underlying  the  options.  The options may be transferred in whole or in part to
one  or  more employees of Wolfe Axelrod Weinberger Associates.  All such option
amounts  shall  be  adjusted  for  any  future stock splits and stock dividends.
HiEnergy Technologies, Inc. agrees that Wolfe Axelrod Weinberger Associates LLC.
will  be entitled to the cashless exercise of these options should Wolfe Axelrod
Weinberger  Associates  LLC.  wish  to  do  so.





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Wolfe  Axelrod  Weinberger  Termination
12/02/2002






Agreed  to:   /s/  Tom  Pascoe
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           Tom  Pascoe,  CEO
           HiEnergy  Technologies,  Inc.

Date:     _________________________________


Agreed  to:   /s/  Steve  Axelrod
           --------------------------------
           Steve  Axelrod
           Wolfe  Axelrod  Weinberger  Associates,  LLC.

Date:      12/3/2002
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