INTERNATIONAL DISTRIBUTION AGREEMENT

                                 EXHIBIT 10.136


[EXPLANATORY NOTE: THIS IS AN AMENDMENT TO THE ORIGINAL AGREEMENT EXECUTED JULY
25, 2003. ON AUGUST 27, 2003, THE PARTIES AMENDED THE AGREEMENT BY SUBSTITUTING
A NEW VERSION OF THE FIRST PAGE OF THE AGREEMENT WITH THE REVISED PARAGRAPH 1
AND SIGNING THE RIGHT MARGIN OF PARAGRAPH 1.]

                           HiENERGY TECHNOLOGIES, INC.

                      INTERNATIONAL DISTRIBUTION AGREEMENT

HiENERGY TECHNOLOGIES, INC.         PH:   949.757.0855
1601 ALTON PARKWAY, UNIT B          FAX:  949.757.1477
IRVINE, CA 92606

This AGREEMENT, dated as of the 25th day of July, 2003 , between HiENERGY
TECHNOLOGIES, INC., a Delaware USA corporation. (hereinafter called "Company")
and Electronic Equipment Marketing Company (EEMCO), a corporation duly
registered in Riyadh, Saudi Arabia (hereinafter called "Dealer").

This consideration of the mutual promises herein contained, it is agreed as
follows:

1. SCOPE OF AGREEMENT

Dealer agrees to act as a Dealer of Company on a exclusive basis and in that
capacity Dealer shall purchase for resale or arrange for the sale of car bomb
detection products and services provided by Company of a type listed as follows:
HiEnergy CarBomb Finder Beta-models 301, 302, and 303 (such products and
services hereinafter called the "Products"), within the territory described as
follows: Kingdom of Saudi Arabia Land Forces, Signal Corps, RSAF, Ministry of
Interior and Navy AND the Middle-East countries of Saudi Arabia, , Kuwait,
Qatar, Bahrain, Oman, UAE, Iraq, Yemen, Jordan, and Lebanon AND North African
countries of Sudan, Egypt, Morocco, Tunis, Algeria, and Mauritania (hereinafter
called the "Territory"), in accordance with the terms and conditions set forth
in this Agreement. Company will sell to Dealer, or on Dealer's order as herein
set forth.
                                                           /s/ Bogdan C. Maglich
                                                            /s/ Meqbil Al Tamimi
                                                                         8/27/03

2. DEALERS OBLIGATIONS

a. The Dealer agrees to promote the sale of the Products in the Territory
aggressively; to contact all potential users and customers and to sell as large
a quantity as possible; to avoid transactions which might call upon Company to
accept obligations inconsistent with Company's terms and conditions of sale or
at unreasonable prices; to refrain from representing, promoting, selling, or
arranging to sell products, accessories, or lines competitive with the Products
in the Territory within the term hereof; and to avoid any and all activity
inconsistent with the foregoing.


<PAGE>

b. Dealer will maintain a sales organization, conduct promotional activities,
advertise and distribute promotional material as may be mutually agreed upon
from time to time.

c. Dealer will supply Company with the resale prices for the Territory and will
provide assistance in contract negotiations if and when orders are placed by
Dealer for direct contracting by Company with Dealer's customers.

d. Dealer agrees to actively work on and use all reasonable efforts in securing
the release of bid bonds, performance bonds, bank letters of guarantee and
customer holdbacks in connection with orders placed by Dealer, or directly by
customers with Company.

In the event that the Dealer requires Company's assistance in securing the
releases of the above, Company will provide Dealer with reasonable support and
assistance in securing any such releases. In such event Dealer and Company with
mutually agree upon cost sharing for such assistance.

e. In situations where Company is selling directly to a foreign government or
government agency, Dealer will not represent Company unless Dealer warrants to
Company that neither Dealer nor any employee or sub-agent of Dealer holds an
official position with said government or government agency.

f. In order to further promote and support the sale of the Products, Company
may, from time to time, wish to provide technical, marketing, or other support
in the Territory to assist the Dealer organization in such activities. It is
envisioned that such support by Company shall be provided on a cost sharing
basis, to be mutually determined on a case-by-case basis.

g. In certain situations, in addition to the normal responsibilities set forth
above, Company may direct Dealer to perform additional services such as
assisting in market surveys; providing maintenance or technical services,
support and assistance; assisting Company personnel traveling in the Territory;
reviewing and editing sales literature for suitability in the Territory; and/or,
providing reasonable assistance to customers not within Dealer's Territory as
defined herein. Dealer agrees to provide such additional services or assistance,
for which Dealer may request reasonable compensation for such services or
assistance.

3. PRICES AND DISCOUNTS

a. Prices to Dealer shall be Company's suggested international list prices, less
international discounts, as may be established by Company from time to time.
Prices and discounts currently in effect have heretofore been conveyed to Dealer
(Appendix A),

b. For installation, or special products, services or projects where no
suggested list prices or discounts are available, Company shall quote to Dealer
the prices to be received by Company net of any discounts or allowances, and
such prices quoted to Dealer shall apply as between HiEnergy and Dealer
regardless of whether Company sells to Dealer, or receives an order directly
from a customer of Dealer, and regardless of the price quoted to, or agreed on
by contract with, such customer.

c. Dealer shall establish prices to customers and, in case of direct contract
between Company and a customer or Dealer, Company shall quote to Dealer's
customer the prices so established by Dealer. Dealer's discount shall be reduced
if prices to such customer are below Company's suggested international list
prices, it being understood that Dealer shall receive from any payments from the
customer only the excess over the net prices due to Company.


                                       2
<PAGE>

4. ORDERS AND ACCEPTANCE

All orders and contracts shall be forwarded to Company at its office in the
United States at the address specified herein. Company reserves the right in its
sole discretion to accept or reject any such order or contract, and normally
will not accept unless specifications, terms of payment, deliveries, terms and
conditions, credit and shipping arrangements are satisfactory to Company. Except
as otherwise agreed in writing, terms and conditions of sale, warranties,
express or implied, and provisions for damages shall be limited as set forth in
Company's Standard Terms and Conditions of Sale in effect at date of order
applicable to the Products.

5. PAYMENT

a. Payment of the price due Company shall be made in U.S. dollars by a letter of
credit acceptable to Company, payable in sixty (60) days from the date of
shipment against normal shipping documents at a United States bank. Advance
payments or letters of credit from Dealer's customer may be accepted if the
amount due Company or the full resale price is payable to Company, or to an
independent bank or escrow holder satisfactory to Company which guarantees
payment to Company upon its order of the net amount due Company. Any balance due
Dealer from Company or any such bank or escrow holder shall be remitted to
Dealer in accordance with the escrow agreement or as mutually agreed upon.

b. Company may hold back or retain payments due Dealer, or any portions of
Dealer's discount, in an amount necessary to offset Company's exposure for
bonds, guarantees, and customer payment retention which are outstanding.

c. Dealer will reimburse Company for all fees and expenses incurred by the
Company in the said Territory, including cable and confirmation fees incurred by
Company in connection with posting, filing, and maintenance of bonds and letters
of credit and letters of guarantee.

6. WARRANTY

Until otherwise stated, Product shall be sold as a beta-model and not be
warranted by Company unless defect occurs prior to delivery or can be determined
to be a preexisting fault particular to the single unit in question. This
warranty shall not apply to any defect, failure or damage caused by improper use
or improper or inadequate care. Company shall not be obligated to provide
service under this warranty if:
      a)  Damage has been caused by a failure to make a full and proper
          inspection of the Product (as described by the documentati