Exhibit 4.4

                           IMPLANT SCIENCES CORPORATION

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
               --------------------------------------------------

January 11, 2002
----------------                                               -----------------
                                                               (No. of Warrants)

          FOR  VALUE  RECEIVED,  Implant Sciences Corporation "Company"), hereby
certifies  that _____________________________, or a permitted assign thereof, is
entitled  to  purchase  from  the  Company,  at  any  time or from time to time,
commencing  the  date  hereof  and  prior  to  5:00 P.M., New York City time, on
December  12,  2006,  _______________ fully paid and nonassessable shares of the
common   stock,  of   the  Company   for   an  aggregate   purchase   price   of
_____________________________(computed  on  the  basis  of  $  _________/share).
(Hereinafter,  (i)  said common stock, together with any other equity securities
which  may  be  issued  by  the  Company with respect thereto or in substitution
therefor,  is  referred  to as the "Common Stock," (ii) the shares of the Common
Stock  purchasable hereunder or under any other Warrant (as hereinafter defined)
are  referred  to  as  the  "IMX  Warrants Shares," the aggregate purchase price
payable  hereunder  for the IMX Warrants Shares is referred to as the "Aggregate
Warrant  Price," (iv) two Warrants shall be surrendered for each share of Common
Stock  purchased  hereunder, (v) the price payable hereunder for each of the IMX
Warrants  Shares  is  referred  to  as  the "Per Share Warrant Price," (vi) this
Warrant,  all  identical  warrants  (if  any)  issued on the date hereof and all
warrants  hereafter  issued in exchange or substitution for this Warrant or such
other  warrants  are  referred to as the "Warrants" and (vii) the holder of this
Warrant  is  referred  to as the "Holder" and the holder of this Warrant and all
other Warrants are referred to as the "Holders"). The Aggregate Warrant Price is
not  subject to adjustment. The Per Share Warrant Price is subject to adjustment
as  hereinafter provided; in the event of any such adjustment, the number of IMX
Warrants Shares shall be adjusted by dividing the Aggregate Warrant Price by the
Per  Share  Warrant  Price  in  effect  immediately  after  such  adjustment.

1.   Exercise  of  Warrant.
     ---------------------

     a)   Exercise  for  Cash

     This Warrant may be exercised, in whole at any time or in part from time to
time,  commencing on the date hereof and prior to 5:00 P.M., New York City time,
on  December  12, 2006, by the Holder by the surrender of this Warrant (with the
subscription  form  at the end hereof duly executed) at the address set forth in
Section  9  hereof, together with proper payment of the Aggregate Warrant Price,
or  the proportionate part thereof if this Warrant is exercised in part. Payment
for  IMX Warrants Shares shall be made by wire, or check payable to the order of
the  Company.  If  this  Warrant  is  exercised  in  part,  this Warrant must be
exercised  for  a  number of whole shares of the Common Stock, and the Holder is
entitled  to  receive  a new Warrant covering the IMX Warrants Shares which have
not  been  exercised  and  setting forth the proportionate part of the Aggregate
Warrant  Price  applicable  to  such IMX Warrants Shares. Upon such surrender of
this  Warrant  the  Company  will (a) issue a certificate or certificates in the
name of the Holder for the largest number of whole shares of the Common Stock to
which  the  Holder shall be entitled and, if this Warrant is exercised in whole,
in lieu of any fractional share of the Common Stock to which the Holder shall be
entitled,  pay  to  the Holder cash in an amount equal to the fair value of such
fractional  share  (determined  in  such  reasonable  manner  as  the  Board  of


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Directors  of the Company shall determine), and (b) deliver the other securities
and  properties  receivable  upon  the  exercise  of  this  Warrant,  or  the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions  of  this  Warrant.

     b)   Cashless  Exercise

     If  at  any  time commencing December 12, 2002 the IMX Warrants Shares have
not  been  registered for resale under the Securities Act of 1933 with a current
prospectus available, in lieu of exercising this Warrant in the manner set forth
in  Subsection  l(a)  above,  the  Warrant  may be exercised by surrender of the
Warrant  without payment of any other consideration, commission or remuneration,
by execution of the cashless exercise subscription form (at the end hereof, duly
executed).  The  number  of shares to be issued in exchange for the Warrant will
be computed by subtracting the Warrant Exercise Price from the closing bid price
of the common stock on the date of receipt of the cashless exercise subscription
form,  multiplying  that  amount  by  the  number  of  shares represented by the
Warrant,  and  dividing  by  the  closing  bid  price  as  of  the  same  date.

     c)   Ownership  Limitation

     No Holders of Warrants shall be permitted to exercise any Warrants to the
extent that such exercise would cause any Holder to be the beneficial owner of
more than 5 % of the then outstanding Common Stock, at that given time.  This
limitation shall not be deemed to prevent any Holder from acquiring an aggregate
of more than 5 % of the Common Stock, so long as such Holder does not
beneficially own more than 5 % of the Common Stock, at any given time.

2.   Reservation  of  IMX  Warrants  Shares.
     --------------------------------------

     The  Company  agrees  that,  prior  to  the expiration of this Warrant, the
Company  will  at  all  times  have  authorized  and  in  reserve, and will keep
available,  solely  for  issuance or delivery upon the exercise of this Warrant,
the  shares of the Common Stock and other securities and properties as from time
to time shall be receivable upon the exercise of this Warrant, free and clear of
all  restrictions  on  sale  or transfer (except for applicable state or federal
securities  law  restrictions)  and  free  and  clear of all pre-emptive rights.

3.   Protection  Against  Dilution.
     -----------------------------

     a) If, at any time or from time to time after the date of this Warrant, the
Company  shall  issue  or  distribute  (for  no consideration) to the holders of
shares  of  Common  Stock evidences of its indebtedness, any other securities of
the  Company  or  any  cash,  property or other assets (excluding a subdivision,
combination  or  reclassification, or dividend or distribution payable in shares
of  Common  Stock,  referred  to  in  Subsection  3(b),  and also excluding cash
dividends  or  cash  distributions  paid  out  of  net profits legally available
therefor  if the full amount thereof, together with the value of other dividends
and  distributions  made  substantially  concurrently therewith or pursuant to a
plan  which  includes  payment thereof, is equivalent to not more than 5% of the
Company's  net worth) (any such nonexcluded event being herein called a "Special


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Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per
Share  Warrant  Price then in effect by a fraction, the numerator of which shall
be the then current market price of the Common Stock (defined as the average for
the thirty consecutive business days immediately prior to the record date of the
daily  4:00  PM  closing bid price of the Common Stock as reported by the NASDAQ
system)less  the  fair  market  value  (as  determined by the Company's Board of
Directors)  of  the  evidences of indebtedness, securities or property, or other
assets issued or distributed in such Special Dividend applicable to one share of
Common  Stock  and  the  denominator  of which shall be such then current market
price per share of Common Stock.  An adjustment made pursuant to this Subsection
3(a)  shall  become  effective  immediately  after  the  record date of any such
Special  Dividend.

     b)  In  case  the  Company  shall  hereafter  (i)  pay a dividend or make a
distribution  on its capital stock in shares of Common Stock, (ii) subdivide its
outstanding  shares  of  Common  Stock  into  a  greater number of shares, (iii)
combine  its  outstanding shares of Common Stock into a smaller number of shares
or  (iv)  issue  by  reclassification  of its Common Stock any shares of capital
stock  of the Company, the Per Share Warrant Price shall be adjusted so that the
Holder  of any Warrant upon the exercise hereof shall be entitled to receive the
number  of shares of Common Stock or other capital stock of the Company which he
would  have  owned  had  he exercised the warrants immediately prior thereto. An
adjustment  made  pursuant  to  this  Subsection  3(b)  shall  become  effective
immediately after the record date in the case of a dividend or distribution, and
shall  become  effective  immediately  after the effective date in the case of a
subdivision,  combination or reclassification.  If, as a result of an adjustment
made  pursuant  to  this  Subsection  3(b), the Holder of any Warrant thereafter
surrendered  for exercise shall become entitled to receive shares of two or more
classes  of  capital  stock or shares of Common Stock and other capital stock of
the Company, the Board of Directors (whose determination shall be described in a
written  notice  to  the  Holder  of any Warrant promptly after such adjustment)
shall  determine  the allocation of the adjusted Per Share Warrant Price between
or  among  shares of such classes or capital stock or shares of Common Stock and
other  capital  stock.

     c)  Intentionally  Omitted.

     d)  Intentionally  Omitted.

     e)  In  case  of  any  capital  reorganization  or reclassification, or any
consolidation  or  merger to which the Company is a party other than a merger or
consolidation  in which the Company is the continuing corporation, or in case of
any  sale  or  conveyance to another entity of the property of the Company as an
entirety  or  substantially  as  an  entirety,  or  in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant shall have the right thereafter to receive upon exercise of such
Warrant  into the kind and amount of securities, cash or other property which he
would  have  owned  or  have  been  entitled  to  receive immediately after such
reorganization,  reclassification,  consolidation,  merger,  statutory exchange,
sale  or  conveyance  had  this  Warrant been exercised immediately prior to the
effective  date of such reorganization, reclassification, consolidation, merger,
statutory  exchange,  sale  or  conveyance  and  in any such case, if necessary,
appropriate  adjustment  shall  be made in the application of the provisions set
forth  in  this Section 3 with respect to the rights and interests thereafter of
the  Holder  of  this  Warrant  to the end that the provisions set forth in this
Section  3 shall thereafter correspondingly be made applicable, as nearly as may


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reasonably  be, in relation to any shares of stock or other securities or be, in
relation  to  any  shares  of  stock  or other securities or property thereafter
deliverable  on  the  conversion  of this Warrant.  The above provisions of this
Subsection  3(e)  shall  similarly  apply  to  successive  reorganizations,
reclassifications,  consolidations,  mergers,  statutory  exchanges,  sales  or
conveyances.  The  issuer of any shares of stock or other securities or property
thereafter  deliverable  on  the conversion of this Warrant shall be responsible
for  all  of the agreements and obligations of the Company hereunder.  Notice of
any  such  reorganization,  reclassification,  consolidation,  merger, statutory
exchange,  sale  or  conveyance  and  of said provisions so proposed to be made,
shall  be  mailed  to the Holders of the Warrants not less than 20 days prior to
such event.  A sale of all or substantially all of the assets of the Company for
a  consideration  consisting  primarily  of  securities  shall  be  deemed  a
consolidation  or  merger  for  the  foregoing  purposes.

     f)  No  adjustment  in the Per Share Warrant Price shall be required unless
such  adjustment  would  require  an  increase or decrease of at least $0.01 per
share  of  Common Stock; provided, however, that any adjustments which by reason
                         -----------------
of this Subsection 3(f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment; provided further, however, that
                                                 ----------------
adjustments shall be required and made in accordance with the provisions of this
Section  3  (other than this Subsection 3(f)) not later than such time as may be
required  in  order  to  preserve  the  tax-free nature of a distribution to the
Holder  of  this  Warrant  or  Common  Stock issuable upon exercise hereof.  All
calculations  under  this Section 3 shall be made to the nearest cent.  Anything
in this Section 3 to the contrary notwithstanding, the Company shall be entitled
to  make  such  reductions  in the Per Share Warrant Price, in addition to those
required  by  this Section 3, as it in its discretion shall deem to be advisable
in  order  that  any  stock  dividend,  subdivision of shares or distribution of
rights  to  purchase  stock  or securities convertible or exchangeable for stock
hereafter  made  by  the  Company  to  its  shareholders  shall  not be taxable.

     g)  Whenever  the  Per  Share Warrant Price is adjusted as provided in this
Section  3  and  upon  any modification of the rights of a Holder of Warrants in
accordance  with  this  Section  3,  the  Company  shall promptly obtain, at its
expense, a certificate of a firm of independent public accountants of recognized
standing  selected by the Board of Directors (who may be the regular auditors of
the  Company)  setting  forth  the Per Share Warrant Price and the number of IMX
Warrants  Shares  after  such  adjustment  or the effect of such modification, a
brief  statement  of the facts requiring such adjustment or modification and the
manner  of  computing the same and cause copies of such certificate to be mailed
to  the  Holders  of  the  Warrants.

     h)  If  the Board of Directors of the Company shall declare any dividend or
other  distribution  with  respect  to  the  Common  Stock,  other  than  a cash
distribution out of earned surplus, the Company shall mail notice thereof to the
Holders of the Warrants not less than 20 days prior to the record date fixed for
determining  shareholders  entitled  to  participate  in  such dividend or other
distribution.

4.   Fully  Paid  Stock,  Taxes.
     ---------------------------

     The  Company agrees that the shares of the Common Stock represented by each
and  every certificate for IMX Warrants Shares delivered on the exercise of this
Warrant  shall, at the time of such delivery, be validly issued and outstanding,
fully  paid  and  nonassessable,  and not subject to pre-emptive rights, and the
Company  will  take  all such actions as may be necessary to assure that the par


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value  or  stated  value,  if any, per share of the Common Stock is at all times
equal  to  or  less  than the then Per Share Warrant Price.  The Company further
covenants and agrees that it will pay, when due and payable, any and all Federal
and state stamp, original issue or similar taxes which may be payable in respect
of  the  issue  of  any  Warrant  Share  or  certificate  therefor.


5.   Registration  Rights
     --------------------

     The  Company  shall register the IMX Warrants Shares in accordance with the
Section  8  of  the Financing Terms Agreement dated December 11, 2001, a copy of
which  is  attached hereto as Exhibit A.  The Per Share Warrant Price is subject
to  reduction  as  set  forth  in  Section  8 of such Financing Terms Agreement.

6.   Transferability.
     ---------------

     The  Company  may  treat  the registered Holder of this Warrant as he or it
appears  on the Company's books at any time as the Holder for all purposes.  The
Company  shall  permit  any Holder of a Warrant or his duly authorized attorney,
upon written request during ordinary business hours, to inspect and copy or make
extracts  from  its  books  showing  the  registered  holders  of Warrants.  All
warrants  issued  upon  the transfer or assignment of this Warrant will be dated
the  same  date  as  this Warrant, and all rights of the Holder thereof shall be
identical  to  those  of  the  Holder.

7.   Loss,  etc.,  of  Warrant.
     -------------------------

     Upon  receipt  of  evidence satisfactory to the Company of the loss, theft,
destruction  or  mutilation  of  this  Warrant,  and  of  indemnity  reasonably
satisfactory  to  the  Company, if lost, stolen or destroyed, and upon surrender
and  cancellation  of  this Warrant, if mutilated, the Company shall execute and
deliver  to  the  Holder  a  new  Warrant  of like date, tenor and denomination.

8.   Warrant  Holder  Not  Shareholders.
     ----------------------------------

     Except  as otherwise provided herein, this Warrant does not confer upon the
Holder  any right to vote or to consent to or receive notice as a shareholder of
the  Company, as such, in respect of any matters whatsoever, or any other rights
or  liabilities  as  a  shareholder,  prior  to  the  exercise  hereof

9.   Communication.
     -------------

     Any  notice  or  other  communication under this Warrant shall be effective
unless  and shall be deemed to have been given if, the same is in writing and is
mailed  by first-class mail, postage prepaid, or sent vial facsimile, electronic
transmission,  overnight  courier  or  hand  delivery  addressed  to:

If  to  the  Company:


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     Implant Sciences Corporation
     107 Audubon Road, #5
     Wakefield, MA 01880
     Attn:  David  C.  Volpe,  Chief  Financial  Officer

     Tel: (781) 246-0700
     Fax: (781) 246-1167
     Email: dvolpe@implantsciences.com
            --------------------------


If  to  the  Purchaser:

     Generation  Capital  Associates
     1085  Riverside  Trace
     Atlanta,  GA  30328
     Attn:  Frank  E.  Hart,  General  Partner

     Fax:  (404)  255-2218
     Telephone:  (404)  303-8450

     with  copy  to:

     David  A.  Rapaport,  Esq.
     333  Sandy  Springs  Circle,  Suite  230
     Atlanta,  GA  30328
     Fax:  404/257-9125
     Tel:  404/257-9150
     Email:  drapaport@hcfmgmt.com

10.  Headings.
     --------

          The  headings  of  this  Warrant  have  been  inserted  as a matter of
convenience  and  shall  not  affect  the  construction  hereof.

11.  Applicable  Law.
     ---------------

          This Warrant shall be governed by and construed in accordance with the
law of The Commonwealth of Massachusetts without giving effect to the principles
of  conflicts  of  law  thereof.

     IN WITNESS WHEREOF, Implant Sciences Corporation has caused this Warrant to
be  signed by its President and Chief Financial Officer as of the date set forth
above.



---------------------------------------
Anthony  J.  Armini,  President


---------------------------------------
David C. Volpe, Chief Financial Officer



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                                  SUBSCRIPTION
                                  ------------


The  undersigned,  _____________________,  pursuant  to  the  provisions  of the
foregoing  Warrant,  hereby  agrees  to subscribe for and purchase shares of the
Common  Stock of Implant Sciences Corporation covered by said Warrant, and makes
payment  therefor  in  full  at  the Per Share Warrant provided by said Warrant.


Dated:                                   Signature:

                                         Address:



                                   ASSIGNMENT
                                   ----------

FOR  VALUE  RECEIVED___________________ hereby sells, assigns and transfers unto
____________  the  foregoing  Warrant and all rights evidenced thereby, and does
irrevocably  constitute  and  appoint  _______________________,  attorney,  to
transfer  said  Warrant  on  the  books  of  ________________


Dated:                                   Signature:

                                         Address:



                               PARTIAL ASSIGNMENT
                               ------------------

     FOR  VALUE  RECEIVED  ____________________hereby assigns and transfers unto
____________________  the  right to purchase ______________ shares of the Common
Stock  of ________________ by the foregoing Warrant, and a proportionate part of
said  Warrant  and  the rights evidenced hereby, and does irrevocably constitute
and  appoint  ____________________,  attorney,  to  transfer  that  part of said
Warrant  on  the  books  of  Implant  Sciences  Corporation.


Dated:                                   Signature:

                                         Address:


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                         CASHLESS EXERCISE SUBSCRIPTION
                        --------------------------------


     The  undersigned  _______________________ pursuant to the provisions of the
foregoing  Warrant, hereby agrees to subscribe to that number of shares of stock
of  Implant  Sciences Corporation as are issuable in accordance with the formula
set forth in Section l(b) of the Warrant, and makes payment therefore in full by
surrender  and  delivery  of  this  Warrant.

Dated:                                   Signature:

                                         Address:


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