IPS Agreement between IMX and Bridge Bank


    INTELLECTUAL
      PROPERTY SECURITY AGREEMENT

     

    This
      Intellectual Property Security Agreement is entered into as of January 3, 2007
      by and between BRIDGE BANK, N.A. (“Bank”)
      and
      IMPLANT SCIENCES CORPORATION, a corporation organized under the laws of the
      Commonwealth of Massachusetts (“Grantor”).

     

    Recitals

     

    A. Bank
      has
      agreed to make certain advances of money and to extend certain financial
      accommodations to Grantor (the “Loans”) in the amounts and manner set forth in
      that certain Loan and Security Agreement by and among Bank, Accurel Systems
      International Corporation (“Accurel”), Grantor, and C Acquisition Corp.
      (“Acquisition”) (each of Accurel, Grantor, and Acquisition are individually
      referred to herein as a “Borrower” and collectively, the “Borrowers”) dated of
      even date herewith (as the same may be amended, modified or supplemented from
      time to time, the “Loan Agreement”; capitalized terms used herein are used as
      defined in the Loan Agreement). Bank is willing to make the Loans to Borrowers,
      but only upon the condition, among others, that Grantor shall grant to Bank
      a
      security interest in certain Copyrights, Trademarks and Patents to secure the
      obligations of Borrowers under the Loan Agreement.

     

    B. Pursuant
      to the terms of the Loan Agreement, Grantor has granted to Bank a security
      interest in all of Grantor’s right, title and interest, whether presently
      existing or hereafter acquired, in, to and under all of the
      Collateral.

     

    Now,
      Therefore, for
      good
      and valuable consideration, receipt of which is hereby acknowledged, and
      intending to be legally bound, as collateral security for the prompt and
      complete payment when due of its obligations under the Loan Agreement and all
      other agreements now existing or hereafter arising between Borrowers and Bank,
      Grantor hereby represents, warrants, covenants and agrees as
      follows:

     

    Agreement

     

    To
      secure
      its obligations under the Loan Agreement and under any other agreement now
      existing or hereafter arising between Grantor and Bank, Grantor grants and
      pledges to Bank a security interest in all of Grantor’s right, title and
      interest in, to and under its Intellectual Property Collateral (including
      without limitation those Copyrights, Patents and Trademarks listed on Exhibits
      A, B and C hereto), and including without limitation all proceeds thereof (such
      as, by way of example but not by way of limitation, license royalties and
      proceeds of infringement suits), the right to sue for past, present and future
      infringements, all rights corresponding thereto throughout the world and all
      re-issues, divisions continuations, renewals, extensions and
      continuations-in-part thereof.

     

    This
      security interest is granted in conjunction with the security interest granted
      to Bank under the Loan Agreement. The rights and remedies of Bank with respect
      to the security interest granted hereby are in addition to those set forth
      in
      the Loan Agreement and the other Loan Documents, and those which are now or
      hereafter available to Bank as a matter of law or equity. Each right, power
      and
      remedy of Bank provided for herein or in the Loan Agreement or any of the Loan
      Documents, or now or hereafter existing at law or in equity shall be cumulative
      and concurrent and shall be in addition to every right, power or remedy provided
      for herein and the exercise by Bank of any one or more of the rights, powers
      or
      remedies provided for in this Intellectual Property Security Agreement, the
      Loan
      Agreement or any of the other Loan Documents, or now or hereafter existing
      at
      law or in equity, shall not preclude the simultaneous or later exercise by
      any
      person, including Bank, of any or all other rights, powers or
      remedies.

     

    Grantor
      represents and warrants that Exhibits A, B, and C attached hereto set forth
      any
      and all intellectual property rights in connection to which Grantor has
      registered or filed an application with either the United States Patent and
      Trademark Office or the United States Copyright Office, as
      applicable.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute the same
      instrument.

     

    In
      Witness Whereof, the
      parties have caused this Intellectual Property Security Agreement to be duly
      executed by its officers thereunto duly authorized as of the first date written
      above.

     

    Grantor:

     

    
      	
              Address
                of Grantor:

            	
              IMPLANT
                SCIENCES CORPORATION

            


    

     

    107
      Audubon Road, #5                 By:
      /s/
      A.J. Armini

    Wakefield,
      MA 01880

    Title:
      President and CEO

    Attn:
      Anthony Armini

     

    


     

    Bank:

     

    
      	
              Address
                of Bank:

            	 	
              BRIDGE
                BANK, N.A.

            


    

     

    55
      Almaden Blvd.                    By: 

    San
      Jose,
      CA 95113                          
      Title:

     

    Attention:
      Mike Lederman

    



    
      
        
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            v3/HN 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

     

    Copyrights

     

    
      	
              Description

            	
              Registration

              Number

            	
              Registration
                Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    Patents

     

    
      	
              Description

            	
              Patent/
                Serial 

              Number

            	
              Issue
                / Application Date

            
	 	 	 
	
              Brachytherapy
                systems and methods

            	
              6709381

              10160881

            	
              03/23/04

              05/31/02

            
	 	 	 
	
              Coated
                orthopaedic implant components

            	
              5980974

              08633117

            	
              11/09/99

              04/16/96

            
	 	 	 
	
              Coated
                orthopaedic implant components

            	
              5674293

              08589018

            	
              10/07/97

              01/19/96

            
	 	 	 
	
              Coronary
                stent with a radioactive, radiopaque coating

            	
              5919126

              08912762

            	
              07/06/99

              08/18/97

            
	 	 	 
	
              Cyclone
                sampling nozzle for an ion mobility spectrometer

            	
              6861646

              10295010

            	
              03/01/05

              11/14/02

            
	 	 	 
	
              Device
                for measuring flux and accumulated dose for an ion beam containing
                a
                radioactive element

            	
              08887509

            	
              11/10/98

            
	 	 	 
	
              Explosive
                detection system

            	
              6828795

              10349491

            	
              12/07/04

              01/22/03

            
	 	 	 
	
              Flash
                vapor sampling for a trace chemical detector

            	
              7098672

              10890820

            	
              08/29/06

              07/14/04

            
	 	 	 
	
              Improved
                ion source generator auxiliary device for phosphorus and arsenic
                beams

            	
              08904494

            	
              12/22/98

            
	 	 	 
	
              Ion
                source for generation of radioactive ion beams

            	
              5898178

              08887504

            	
              04/27/99

              07/02/97

            
	 	 	 
	
              Ion
                source generator auxiliary device

            	
              5808416

              08742896

            	
              09/15/98

              11/01/96

            
	 	 	 
	
              Ion
                source generator auxiliary device

            	
              0834250

            	
              05/03/94

            
	 	 	 
	
              Ion
                source generator auxiliary device for phosphorus and arsenic
                beams

            	
              5852345

              08904494

            	
              12/22/98

              08/01/97

            
	 	 	 
	
              Method
                for fabricating an emitter-base junction for a gallium nitride bipolar
                transistor

            	
              6432788

              09624375

            	
              08/13/02

              07/24/00

            
	 	 	 
	
              Method
                for growing an alumina surface on orthopaedic implant
                components

            	
              5855950

              08777411

            	
              01/05/99

              12/30/96

            
	 	 	 
	
              Method
                for ion beam treating orthopaedic implant components

            	
              5383934

              08121232

            	
              01/24/95

              09/13/93

            
	 	 	 
	
              Method
                of epitaxially growing thin films using ion implantation

            	
              5379712

              08051990

            	
              01/10/95

              04/26/93

            
	 	 	 
	
              Methods
                and implants for providing radiation to a patient

            	
              6527693

              09772765

            	
              03/04/03

              01/30/01

            
	 	 	 
	
              Modified
                vortex for an ion mobility spectrometer

            	
              6870155

              10818434

            	
              03/22/05

              04/05/04

            
	 	 	 
	
              Multi-layered
                radiopaque coating on intravascular devices

            	
              7077837

              09999349

            	
              07/18/06

              11/15/01

            
	 	 	 
	
              Orthodontic
                articles having a low-friction coating

            	
              6299438

              09162546

            	
              10/09/01

              09/29/98

            
	 	 	 
	
              Palladium
                coated implant

            	
              6264598

              09366022

            	
              07/24/01

              08/02/99

            
	 	 	 
	
              Photoelectric
                ion source photocathode regeneration system

            	
              11248603

            	
              10/12/05

            
	 	 	 
	
              Planar
                technology for producing light-emitting devices

            	
              5998232

              09231689

            	
              12/07/99

              01/14/99

            
	 	 	 
	
              Planar
                technology for producing light-emitting devices

            	
              09231689

            	
              12/07/99

            
	 	 	 
	
              Pulsed
                vapor desorber

            	
              10853563

            	
              12/09/04

            
	 	 	 
	
              Radioactive
                medical device and process

            	
              6010445

              08968982

            	
              01/04/00

              11/12/97

            
	 	 	 
	
              Radioactive
                medical devices

            	
              6059714

              09277305

            	
              05/09/00

              03/26/99

            
	 	 	 
	
              Radioactive
                seed implants

            	
              6060036

              09047728

            	
              05/09/00

              03/25/98

            
	 	 	 
	
              Soft
                x-ray emitting radioactive stent

            	
              6183409

              09247198

            	
              02/06/01

              02/09/99

            
	 	 	 
	
              Sputter
                cathode for application of radioactive material

            	
              08769240

            	
              04/13/99

            
	 	 	 
	
              System
                and method for non-destructive implantation characterization of quiescent
                material

            	
              10721235

            	
              05/26/05

            
	 	 	 
	
              Virtual
                wall gas sampling for an ion mobility spectrometer

            	
              6888128

              10754088

            	
              05/03/05

              01/07/04

            
	 	 	 
	
              X-ray
                and gamma ray emitting temporary high dose rate brachytherapy
                source

            	
              10770346

            	
              12/16/04

            
	 	 	 
	
              X-ray
                emitting sources and uses thereof

            	
              6400796

              09772749

            	
              06/04/02

              01/30/01

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Trademarks

     

    
      	
              Description

            	
              Registration/
                Application

              Number

            	
              Registration/
                Application Date