EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

Exhibit 10.160

                       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.

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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.
      B.    Distributor shall utilize its current sales personnel and/or appoint
            representatives to introduce, promote, market and sell Company's
            Products in the Market Area. Such personnel and/or representatives
            shall be adequately trained by Company. Distributor shall employ
            sufficient numbers of sales personnel and/or representatives
            properly trained to market Company's Products in the Market Area.
      C.    Distributor agrees not to engage in the distribution, promotion,
            marketing or sale of any goods or products that compete or conflict
            with Company's Products. Distributor agrees to supply to Company a
            list of items handled by Distributor following Company's request to
            ensure that no conflict exists.
 
7. ADVERTISING POLICIES
Company will cooperate with Distributor in providing for effective promotion of
Company's Products throughout the Market Area, and Distributor agrees to
participate in, actively promote and faithfully comply with the terms and
conditions of such cooperative promotional programs as Company may establish and
offer Distributor from time to time. Nothing herein shall prevent Distributor
from independently advertising and marketing the Company's Products within the
Market Area, provided the form and content of the advertising or marketing
materials are approved by Company in advance.
 
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8. PRODUCT WARRANTY POLICIES
Company shall provide to Distributor information with respect to Company's
limited warranties to be extended to the original purchaser of Company's
Products. COMPANY MAKES NO WARRANTY TO DISTRIBUTOR WITH RESPECT TO THE PRODUCTS,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. SOFTWARE LICENSE GRANT
During the term of this Agreement, Company grants to Distributor a
non-exclusive, non-transferable license to distribute the Company's
Interrogator(TM) software ("Software") to Distributor customers ("License"). The
Software shall be and remain the sole and exclusive products of Company, and
Distributor shall have no rights whatsoever in or to the Software. Distributor
agrees not to remove from any copies of the Software any statements appearing
thereon regarding copyrights or proprietary rights of Company. Distributor shall
not copy (in any form), distribute, sell, lease, assign, encumber, license or
sub-license this Software or programs written using this Software, including
derivative modifications or extensions of them, to any Distributor Customer or
other party without prior written consent from Company. Distributor hereby
acknowledges and agrees that the Software may be licensed by Company to other
users outside the Market Area without limitation of any kind. Distributor
acknowledges that the license granted hereby extends solely to Distributor
Customer and that Software shall not be used by any other division, subsidiary
or affiliated entity. Distributor acknowledges that the computer program,
manuals and related data which comprise or are related to the Software are
proprietary products of Company who retains all rights, title and interest,
including copyright to these products. Distributor agrees that the Software
source code of Interrogator(TM) constitutes protected information, which is
equivalent to trade secret information of Company, whether or not any portion
thereof is or may be the subject of a vali