Form of Warrant


     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
      SAID
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO IMPLANT SCIENCES CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    Right
      to
      Purchase up to 458,000 Shares of Common Stock of

    Implant
      Sciences Corporation 

    (subject
      to adjustment as provided herein)

     

    COMMON
      STOCK PURCHASE WARRANT

    
      	
               

              No.
                _________________

            	
               

              Issue
                Date: December 29, 2006

            


    

     

    IMPLANT
      SCIENCES CORPORATION, a corporation organized under the laws of the State of
      Massachusetts (the “Company”), hereby certifies that, for value received, LAURUS
      MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to the terms
      set forth below, to purchase from the Company (as defined herein) from
      and
      after the Issue Date of this Warrant and at any time or from time to time before
      5:00 p.m., New York time, through the close of business December 29, 2011 (the
      “Expiration Date”),
      up to
      Four Hundred Fifty Eight Thousand (458,000) fully paid and nonassessable shares
      of Common Stock (as hereinafter defined), $0.10 par value per share, at the
      applicable Exercise Price per share (as defined below). The number and character
      of such shares of Common Stock and the applicable Exercise Price per share
      are
      subject to adjustment as provided herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)  The
      term
“Company” shall include Implant Sciences Corporation and any person or entity
      which shall succeed, or assume the obligations of, Implant Sciences Corporation
      hereunder.

     

    (b)  The
      term
“Common Stock” includes (i) the Company’s Common Stock, par value $0.10 per
      share; and (ii) any other securities into which or for which any of the
      securities described in the preceding clause (i) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of assets
      or otherwise.

     

    (c)  The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise.

     

    (d) The
      “Exercise Price” applicable under this Warrant shall be $2.50.

     

    1.  Exercise
      of Warrant.

     

    1.1.  Number
      of Shares Issuable upon Exercise.
      From
      and after the date hereof through and including the Expiration Date, the Holder
      shall be entitled to receive, upon exercise of this Warrant in whole or in
      part,
      by delivery of an original or fax copy of an exercise notice in the form
      attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of
      the Company, subject to adjustment pursuant to Section 4.

     

    1.2.  Fair
      Market Value.
      For
      purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
      particular date (the “Determination Date”) shall mean:

     

    (a)  If
      the
      Company’s Common Stock is traded on the American Stock Exchange or another
      national exchange or is quoted on the National or Capital Market of The Nasdaq
      Stock Market, Inc.(“Nasdaq”), then the closing or last sale price, respectively,
      reported for the last business day immediately preceding the Determination
      Date.

     

    (b)  If
      the
      Company’s Common Stock is not traded on the American Stock Exchange or another
      national exchange or on the Nasdaq but is traded on the NASD Over the Counter
      Bulletin Board, then the mean of the average of the closing bid and asked prices
      reported for the last business day immediately preceding the Determination
      Date.

     

    (c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of the Warrant are outstanding at the Determination
      Date.

     

    1.3.  Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of this Warrant, upon the request
      of
      the holder hereof acknowledge in writing its continuing obligation to afford
      to
      such holder any rights to which such holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such holder any such
      rights.

     

    1.4.  Trustee
      for Warrant Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      holders of this Warrant pursuant to Subsection 3.2, such bank or trust company
      shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.

     

     

    2.  Procedure
      for Exercise.

     

    2.1.  Delivery
      of Stock Certificates, Etc., on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder as the record owner of such
      shares as of the close of business on the date on which this Warrant shall
      have
      been surrendered and payment made for such shares in accordance herewith. As
      soon as practicable after the exercise of this Warrant in full or in part,
      and
      in any event within three (3) business days thereafter, the Company at its
      expense (including the payment by it of any applicable issue taxes) will cause
      to be issued in the name of and delivered to the Holder, or as such Holder
      (upon
      payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share, together with any other stock or other
      securities and property (including cash, where applicable) to which such Holder
      is entitled upon such exercise pursuant to Section 1 or otherwise.

     

    2.2.  Exercise.

     

    (a)  Payment
      may be made either (i) in cash by wire transfer of immediately available funds
      or by certified or official bank check payable to the order of the Company
      equal
      to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant,
      or
      shares of Common Stock and/or Common Stock receivable upon exercise of this
      Warrant in accordance with the formula set forth in subsection (b) below, or
      (iii) by a combination of any of the foregoing methods, for the number of Common
      Shares specified in such Exercise Notice (as such exercise number shall be
      adjusted to reflect any adjustment in the total number of shares of Common
      Stock
      issuable to the Holder per the terms of this Warrant) and the Holder shall
      thereupon be entitled to receive the number of duly authorized, validly issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

     

    (b)  Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, the Holder may
      elect, on or after December 29, 2007, to receive shares equal to the value
      (as
      determined below) of this Warrant (or the portion thereof being exercised)
      by
      surrender of this Warrant at the principal office of the Company together with
      the properly endorsed Exercise Notice in which event the Company shall issue
      to
      the Holder a number of shares of Common Stock computed using the following
      formula:

    
      	 	
               

            	 
	 	     
              Y(A-B)
	
               X=

            	          
              A
	
               

              Where
                X =

            	
               

              the
                number of shares of Common Stock to be issued to the
                Holder

            
	
               

              Y
                =

            	
               

              the
                number of shares of Common Stock purchasable under this Warrant or,
                if
                only a portion of this Warrant is being exercised, the portion of
                this
                Warrant being exercised (at the date of such
                calculation)

            
	
               

              A
                =

            	
               

              the
                Fair Market Value of one share of the Company’s Common Stock (at the date
                of such calculation)

            
	
               

              B
                =

            	
               

              the
                Exercise Price per share (as adjusted to the date of such
                calculation)

            


    

     

    Notwithstanding
      anything to the contrary set forth in Section 2.2(a) above, to the extent that
      a
      registration statement registering all the shares of Common Stock of the Company
      issuable upon exercise of this Warrant has been declared effective by the
      Securities and Exchange Commission and remains effective as of the date of
      the
      proposed exercise set forth in an Exercise Notice, the Holder shall, upon such
      proposed exercise, make payment to the Company of each respective Exercise
      Price
      set forth in such Exercise Notice in cash by wire transfer of immediately
      available funds or by certified or official bank check only.

     

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1.  Reorganization,
      Consolidation, Merger, Etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder, on the
      exercise hereof as provided in Section 1 at any time after the consummation
      of
      such reorganization, consolidation or merger or the effective date of such
      dissolution, as the case may be, shall receive, in lieu of the Common Stock
      (or
      Other Securities) issuable on such exercise prior to such consummation or such
      effective date, the stock and other securities and property (including cash)
      to
      which such Holder would have been entitled upon such consummation or in
      connection with such dissolution, as the case may be, if such Holder had so
      exercised this Warrant, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 4.

     

    3.2.  Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder
      pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
      a
      bank or trust company specified by the Holder and having its principal office
      in
      New York, NY as trustee for the Holder (the “Trustee”).

     

    3.3.  Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force
      and effect after the consummation of the transactions described in this Section
      3, then the Company’s securities and property (including cash, where applicable)
      receivable by the Holder will be delivered to the Holder or the Trustee as
      contemplated by Section 3.2.

     

    4.  Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock or any preferred
      stock issued by the Company (b) subdivide its outstanding shares of Common
      Stock, or (c) combine its outstanding shares of the Common Stock into a
      smaller number of shares of the Common Stock, then, in each such event, the
      Exercise Price shall, simultaneously with the happening of such event, be
      adjusted by multiplying the then Exercise Price by a fraction, the numerator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      prior to such event and the denominator of which shall be the number of shares
      of Common Stock outstanding immediately after such event, and the product so
      obtained shall thereafter be the Exercise Price then in effect. The Exercise
      Price, as so adjusted, shall be readjusted in the same manner upon the happening
      of any successive event or events described herein in this Section 4. The number
      of shares of Common Stock that the Holder shall thereafter, on the exercise
      hereof as provided in Section 1, be entitled to receive shall be adjusted to
      a
      number determined by multiplying the number of shares of Common Stock that
      would
      otherwise (but for the provisions of this Section 4) be issuable on such
      exercise by a fraction of which (a) the numerator is the Exercise Price that
      would otherwise (but for the provisions of this Section 4) be in effect, and
      (b)
      the denominator is the Exercise Price in effect on the date of such exercise
      (taking into account the provisions of this Section 4). Notwithstanding the
      foregoing, in no event shall the Exercise Price be less than the par value
      of
      the Common Stock.

     

    5.  Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of this Warrant, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of this
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Common Stock (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Exercise Price and the number of shares of Common
      Stock to be received upon exercise of this Warrant, in effect immediately prior
      to such adjustment or readjustment and as adjusted or readjusted as provided
      in
      this Warrant. The Company will forthwith mail a copy of each such certificate
      to
      the Holder and any Warrant agent of the Company (appointed pursuant to Section
      11 hereof).

     

    6.  Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of this Warrant, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of this
      Warrant.

     

    7.  Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) in whole or in part. On the surrender for exchange of this
      Warrant, with the Transferor’s endorsement in the form of Exhibit B attached
      hereto (the “Transferor Endorsement Form”) and together with evidence reasonably
      satisfactory to the Company demonstrating compliance with applicable securities
      laws, which shall include, without limitation, the provision of a legal opinion
      from the Transferor’s counsel (at the Company’s expense) that such transfer is
      exempt from the registration requirements of applicable securities laws, the
      Company at its expense (but with payment by the Transferor of any applicable
      transfer taxes) will issue and deliver to or on the order of the Transferor
      thereof a new Warrant of like tenor, in the name of the Transferor and/or the
      transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.

     

    8.  Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    9.  Registration
      Rights.
      The
      Holder has not been granted registration rights by the Company in respect of
      this Warrant. 

    


    10.  Maximum
      Exercise.
      Notwithstanding anything herein to the contrary, in no event shall the Holder
      be
      entitled to convert any portion of this Warrant in excess of that portion of
      this Warrant upon conversion of which the sum of (1) the number of shares of
      Common Stock beneficially owned by the Holder and its Affiliates (other than
      shares of Common Stock which may be deemed beneficially owned through the
      ownership of the unexercised portion of the Warrant or the unexercised or
      unconverted portion of any other security of the Holder subject to a limitation
      on conversion analogous to the limitations contained herein) and (2) the number
      of shares of Common Stock issuable upon the conversion of the portion of this
      Warrant with respect to which the determination of this proviso is being made,
      would result in beneficial ownership by the Holder and its Affiliates of any
      amount greater than 9.99% of the then outstanding shares of Common Stock
      (whether or not, at the time of such exercise, the Holder and its Affiliates
      beneficially own more than 9.99% of the then outstanding shares of Common
      Stock). As used herein, the term "Affiliate" means any person or entity that,
      directly or indirectly through one or more intermediaries, controls or is
      controlled by or is under common control with a person or entity, as such terms
      are used in and construed under Rule 144 under the Securities Act.   For
      purposes of the second preceding sentence, beneficial ownership shall be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided
      in clause (1) of such sentence.  For any reason at any time, upon written
      or oral request of the Holder, the Company shall within one (1) business day
      confirm orally and in writing to the Holder the number of shares of Common
      Stock
      then outstanding. The limitations set forth herein (x) may be waived by the
      Holder upon provision of no less than sixty-one (61) days prior written notice
      to the Company and (y) shall automatically become null and void (i) following
      notice to the Company upon the occurrence and during the continuance of an
      Event
      of Default, or (ii) upon receipt by the Holder of a Notice of Redemption, except
      that at no time shall the Company be obligated to issue any shares of Common
      Stock pursuant to the terms of this Warrant, the Purchase Agreement, any Related
      Agreement (as defined in the Purchase Agreement) and the number of shares of
      Common Stock otherwise beneficially owned by the Holder if the issuance of
      such
      shares of Common Stock would exceed the aggregate number of shares of Common
      Stock which the Company may issue pursuant to the terms of this Warrant, the
      Purchase Agreement, any Related Agreement and the number of shares of Common
      Stock otherwise beneficially owned by the Holder without violating the rules
      or
      regulations of the Principal Market (the “Exchange Cap”), except that such
      limitation shall not apply in the event that the Company obtains the approval
      of
      its stockholders as required by the applicable rules or regulations of the
      Principal Market for issuances of Common Stock in excess of such Exchange Cap
      amount. 

     

    11.  Warrant
      Agent.
      The
      Company may, by written notice to the each Holder of the Warrant, appoint an
      agent for the purpose of issuing Common Stock (or Other Securities) on the
      exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
      to Section 7, and replacing this Warrant pursuant to Section 8, or any of the
      foregoing, and thereafter any such issuance, exchange or replacement, as the
      case may be, shall be made at such office by such agent.

     

    12.  Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    13.  Notices,
      Etc.
      All
      notices and other communications from the Company to the Holder shall be mailed
      by first class registered or certified mail, postage prepaid, at such address
      as
      may have been furnished to the Company in writing by such Holder or, until
      any
      such Holder furnishes to the Company an address, then to, and at the address
      of,
      the last Holder who has so furnished an address to the Company.

     

    14.  Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
      CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY
      IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE
      OF
      NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION
      AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing
      this Warrant on behalf of the Company agree to submit to the jurisdiction of
      such courts and waive trial by jury. The prevailing party shall be entitled
      to
      recover from the other party its reasonable attorneys’ fees and costs. In the
      event that any provision of this Warrant is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Warrant. The headings in this
      Warrant are for purposes of reference only, and shall not limit or otherwise
      affect any of the terms hereof. The invalidity or unenforceability of any
      provision hereof shall in no way affect the validity or enforceability of any
      other provision hereof. The Company acknowledges that legal counsel participated
      in the preparation of this Warrant and, therefore, stipulates that the rule
      of
      construction that ambiguities are to be resolved against the drafting party
      shall not be applied in the interpretation of this Warrant to favor any party
      against the other party.

    
 

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    


    
      	 	
              IMPLANT
                SCIENCES CORPORATION

            
	 	 
	
              WITNESS:
                /s/ A.J. Armini

            	 
	 	
              By:
                /s/ Diane J. Ryan

            
	 	
              Name:
                Diane J. Ryan

            
	 	
              Title:
                VP and CFO

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    FORM
      OF SUBSCRIPTION

     

    (To
      Be
      Signed Only On Exercise Of Warrant)

     

    TO: Implant
      Sciences Corporation

     

    Attention: Chief
      Financial Officer

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    
      	 	
               

              ________
                shares of the Common Stock covered by such Warrant; or

            
	 	
               

              the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth in Section
                2.

            


    

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

    
      	 	
               

              $__________
                in lawful money of the United States; and/or

            
	 	
               

              the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _______ shares of Common Stock (using a Fair Market Value
                of
                $_______ per share for purposes of this calculation);
                and/or

            
	 	
               

              the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2.2, to exercise
                this
                Warrant with respect to the maximum number of shares of Common Stock
                purchasable pursuant to the cashless exercise procedure set forth
                in
                Section 2.

            


    

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ______________________________________________ whose
      address is
      ___________________________________________________________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”) or pursuant to an exemption from registration
      under the Securities Act.

    
      	
               

              Dated: 

            	 
	 	
              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

            
	 	 
	 	
              Address: 

            
	 	 


    

    



    
      
        
          
            	
                    {00034990.DOC.2}Warrant

                  	
                    A-

                  	 


          

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

     

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of Implant Sciences Corporation into which the within Warrant relates
      specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Implant
      Sciences Corporation with full power of substitution in the
      premises.

    
      	
               

              Transferees

            	
               

              Address

            	
               

              Percentage
                Transferred

            	
               

              Number

               

              Transferred

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     

    


    
      	
               

              Dated: 

            	 
	 	
              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

            
	 	 
	 	
              Address: 

            
	 	 
	 	
               

              SIGNED
                IN THE PRESENCE OF:

            
	 	 
	 	
              (Name)

            
	
              ACCEPTED
                AND AGREED:

            	 
	
              [TRANSFEREE]

            	 
	 	 
	
              (Name)