CERTIFICATE OF ELIMINATION

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                           HIENERGY TECHNOLOGIES, INC.

                       (Pursuant to Section 151(g) of the
                        Delaware General Corporation Law)

                  HIENERGY  TECHNOLOGIES,  INC.,  a  corporation  organized  and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation")  does hereby  certify that the following  resolutions  respecting
Series A  Convertible  Preferred  Stock were duly  adopted by the  Corporation's
Board of Directors:
                           RESOLVED,  that no shares of the Corporation's Series
                  A  Convertible  Preferred  Stock are  outstanding  and that no
                  shares of the  Series A  Convertible  Preferred  Stock will be
                  issued  subject  to  the   provisions  of  the   Corporation's
                  certificate  of   incorporation   relating  to  the  Series  A
                  Convertible Preferred Stock; and

                           FURTHER   RESOLVED,   that   the   officers   of  the
                  Corporation  are directed to file with the  Secretary of State
                  of the State of  Delaware a  certificate  pursuant  to Section
                  151(g) of the General Corporation Law of the State of Delaware
                  setting forth these resolutions in order to eliminate from the
                  Corporation's  certificate  of  incorporation  all matters set
                  forth in the certificate of incorporation  with respect to the
                  Series A Convertible Preferred Stock.

     In witness  whereof,  the  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officer this 8th day of  July,  2003.
HIENERGY TECHNOLOGIES, INC.


                             By: /s/ Bogdan C. Maglich
                                 ----------------------------------------------
                                     Bogdan C. Maglich, President