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Consent And Waiver - HIENERGY TECHNOLOGIES INC - 3-25-2004

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					Exhibit 10.70

                                           CONSENT AND WAIVER

This Consent and Waiver is entered as of January 21, 2004, by and between ____________________ and its
successors and assignees ("Purchaser") and HiEnergy Technologies, Inc. ("Company").

WHEREAS, Purchaser purchased from the Company shares of the common stock of the Company and
warrants to acquire additional shares of the common stock of the Company (collectively, the "Securities")
pursuant to that certain Stock Purchase Agreement between the Purchaser and the Company dated April ___,
2003; and

WHEREAS, the Company offered and sold the Securities to Purchaser pursuant to a registration statement (File
No. 333-101055) (the "Registration Statement") filed with the Securities and Exchange Commission and
declared effective by the Securities and Exchange Commission on April 25, 2003; and

WHEREAS, the Securities and Exchange Commission subsequently commented that the Company was not
eligible to conduct the type of offering described in the Registration Statement, that the Company did not include
in the prospectus the pricing information required by the Securities Act of 1933 (the "Securities Act"); and

WHEREAS, Purchaser desires to consent to the manner in which the Securities were offered and sold and to
waive any claims Purchaser may have against the Company due to any failure of the offer or sale of the Securities
to comply with the requirements of Section 5 of the Securities Act or equivalent state securities laws.

NOW, THEREFORE, Purchaser and Company hereby agree as follows:

1. Purchaser hereby consents to the manner of offer and sale of the Securities and to the use of the prospectus
contained within the Registration Statement in connection with the offer and sale of the Securities.

2. Purchaser hereby unconditionally waives, releases and discharges the Company and its officers, directors,
successors, assigns and affiliates from all actions, causes of action, suits, debts, damages, judgments, claims, and
demands ("Claims") by reason of any violation or alleged violation of the requirements of Section 5 of the
Securities Act of 1933 in connection with the offer or sale of the Securities, including without limitation the
requirement that a prospectus meets the requirements of Section 10 of the Securities Act and the requirement not
to offer or sell securities unless a registration statement is in effect with respect to the securities, or by reason of
any violation or alleged violation of any similar requirements of state securities laws.
3. Purchaser does not waive, release or discharge hereby any Claims by reason of any untrue statement of
material fact or any omission of a material fact necessary in order to make the statements not misleading made in
connection with the offer or sale of the Securities.

4. In the event that any provision of this Consent and Waiver shall be determined to be invalid or unenforceable
by any court of competent jurisdiction, the remainder of this agreement shall not be affected thereby, and any
invalid or unenforceable provision shall be reformed so as to be valid and enforceable to the full extent permitted
by law.

5. This Consent and Waiver 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.

6. This Consent and Waiver shall be governed by and construed in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver to be duly executed by
their respective authorized signatories as of the date first indicated above.

                                            COMPANY:
                                    HIENERGY TECHNOLOGIES, INC.

                                                        By:

Name: Bogdan C. Maglich Title: Chairman, Chief Executive Officer and Treasurer

                                                 PURCHASER:

                                                        By:

Name:
Title:
Exhibit 10.71
RELEASE

This Release is entered as of the date set forth below by and between ______________ ("Purchaser") and
HiEnergy Technologies, Inc. ("Company").

WHEREAS, Purchaser in June 2003 agreed to purchase from the Company shares of the common stock of the
Company and warrants to acquire additional shares of the common stock of the Company (collectively, the
"Securities"); and

WHEREAS, the Company offered and sold the Securities directly to Purchaser pursuant to a registration
statement (File No. 333-101055) (the "Registration Statement") filed with the Securities and Exchange
Commission and declared effective by the Securities and Exchange Commission on April 25, 2003; and

WHEREAS, after June 15, 2003 the prospectus audited financial statements as of April 30, 2003 was required
to be included by Section 10 of the Securities Act of 1933 (the "Securities Act"); and

WHEREAS, Purchaser desires to waive and forego any right under the Securities Act or applicable state
securities laws to surrender the Securities and recover up to the full amount of the purchase price of the
Securities.

NOW, THEREFORE, for good and valuable considerations, receipt and sufficiency of which are hereby
acknowledged, Purchaser and Company hereby agree as follows:

1. Purchaser hereby acknowledges that Purchaser received on or prior to June 15, 2003 a copy of the
Company's prospectus in the form attached to the Registration Statement at its effective date, including audited
financial statements as of April 30, 2002.

2. Purchaser hereby unconditionally releases and discharges the Company and its officers, directors, controlling
persons, accountants, attorneys, insurers, successors, assigns and affiliates from all actions, causes of action,
suits, debts, damages, judgments, claims, and demands ("Claims") that arise directly by reason of the prospectus
omitting audited financial statements as of April 30, 2003 under the requirements of Section 5 of the Securities
Act of 1933 or any other federal or state securities laws.

3. Purchaser does not otherwise waive, release or discharge any Claims by reason of any untrue statement of
material fact in the prospectus or any omission of a material fact from the prospectus necessary in order to make
the statements made not misleading.
4. This Release 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.

5. This Release, once manually signed by either party, may be delivered to the other party electronically or by
facsimile transmission, and such copy shall be considered originally signed and fully valid.

IN WITNESS WHEREOF, the parties hereto have caused this Release to be duly executed by their respective
authorized signatories as of the date indicated below.

                                                  COMPANY:

                                    HIENERGY TECHNOLOGIES, INC.

                                                       By:

Name: Bogdan C. Maglich Title: Chairman, Chief Executive Officer, President, Treasurer and Chief Scientist

          Dated: January ___, 2004                  PURCHASER:


                                                    By:
                                                       -----------------------------------------
                                                    Name:
                                                         ---------------------------------------
                                                    Title:
                                                           --------------------------------------
Exhibit 23.1

                                 INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this Registration Statement of HiEnergy Technologies, Inc. and Subsidiaries on Pre-
effective amendment No. 2 on Form SB-2/A (No. 333-108934) of our report, dated July 8, 2003, except for
Note 2 as to which the date is December 19, 2003, which includes an emphasis paragraph relating to an
uncertainty as to the Company's ability to continue as a going concern appearing in the Prospectus, which is part
of this Registration Statement, and of our report dated July 8, 2003 relating to the financial statement schedules
appearing elsewhere in this Registration Statement.

We also consent to the reference to our Firm under the captions "Experts" in the Prospectus.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
March 24, 2004