EXCLUSIVE DISTRIBUTORSHIP AGREEMENT





DEFINITIONS (Capitalized terms used in the Agreement shall be defined as

follows):

      A.    "Agreement" shall mean this exclusive distributorship agreement.

      B.    "Confidential Information" shall mean all written information and

            data provided by the parties to each other hereunder and marked as

            confidential, except any portion thereof which:

            A.    is known to the receiving party, as evidenced by the receiving

                  party's written record, before receipt hereof under this

                  Agreement;

            B.    is disclosed to the receiving party by a third person who has

                  a right to make such disclosure; or

            C.    is or becomes part of the public domain through no fault of

                  the receiving party.

      C.    "Patents" shall mean the patents and patent applications on file in

            the countries/governmental jurisdictions of the Market Area.

      D.    "Company Products" shall mean those current products

            manufactured/distributed by HiEnergy Technologies, Inc. such as

            "stoichiometric technology or AtometryTM based products, and related

            support services, software and accessories.

      E.    "Market Area" shall mean any commercial nuclear power plant in North

            America.



AGREEMENT:

This Agreement is made and effective this October 24, 2006, by and between

HiEnergy Technologies, Inc., a Delaware Corporation ("Company") and Bartlett

Nuclear, Inc., a Massachusetts Corporation ("Distributor"). Company desires to

appoint Distributor, and Distributor desires to accept appointment, as an

exclusive distributor of Company's Products within the defined Market Area.



      NOW, THEREFORE, in consideration of the mutual agreements and promises set

forth herein, the parties agree as follows:



1. RIGHTS GRANTED

Company hereby grants to Distributor the exclusive right, on the terms and

conditions contained herein, to purchase, inventory, promote and resell

"Company's Products" within the Market Area.



2. CONFIDENTIAL INFORMATION

It is contemplated that in the course of the performance of this Agreement each

party may, from time to time, disclose Confidential Information to the other.

Each party agrees to take all reasonable steps to prevent disclosure of

Confidential Information; provided; however, no provision of this Agreement

shall be construed so as to preclude such disclosure of Confidential Information

as may be inherent in or reasonably necessary for marketing Company Products

pursuant to this Agreement, or for securing from any governmental agency any

necessary approval or license relating to the subject or performance of this

Agreement.



{PAGE}



3. COMPANY PRODUCTS

During the term of this Agreement, Company grants the Distributor the first

right and option to obtain exclusive rights to market, distribute and sell any

new devices or systems (including related software) in the Market Area, on the

terms and conditions of this Agreement.



4. TERMS OF SALE

All sales of Company's Products to Distributor shall be made pursuant to this

Agreement at such list prices and on such standard terms as Company shall

establish from time to time on at least thirty (30) days notice. All list prices

are FOB Company's plant. Except as otherwise expressly agreed by Company in

advance, this Agreement shall control all aspects of the dealings between

Company and Distributor with respect to the Company's Products. Company will

discount all items by, or pay a sales commission of, 15%. Distributor agrees

that all Company Products sold by Distributor will be at prices or in accordance

with Company pricing policies.



5. MARKETING POLICIES

Company will provide adequate access to Company's Products, marketing brochures,

catalogs, manuals, advertising literature and others sales aids to the

Distributor. Company and Distributor will effectively promote the sale of

Company's Products in the Market Area, in conformity with Company's established

marketing policies and programs. Distributor will use its best efforts to sell

Company's Products to reputable and financially capable end users throughout the

Market Area. Company will invite Distributor to national tradeshows where the

Distributor's Market Area is expected to be represented. Distributor will invite

Company to national tradeshows where the Company's Products will be represented,

in order to support the Distributor's marketing effort.



6. DISTRIBUTOR'S GENERAL DUTIES

      A.    Distributor shall maintain a business presence in the Market Area,

            including suitable facilities. Any service and support provided by

            Distributor on Company's Products sold in the Market Area shall be

            made using qualified personnel trained by Company and subject to

            service policies satisfactory to Company. Company will provide

            technical support 24/7 to maintenance service technicians.

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