imxform8klaurusamnd_ex10-1.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      


      AMENDMENT
TO

      TRANSITION
AGREEMENT

      


      


      This
instrument, dated as of November 4, 2008 (this “Amendment”), is an
amendment to the Transition Agreement (the “Agreement”), dated as
of September 27, 2007, between Implant Sciences Corporation (the “Company”) and Dr.
Anthony Armini (“Armini”). Capitalized
terms used in this Amendment without definition have the same meanings in this
Amendment as in the Agreement.

       

      WHEREAS, the Company and Armini have
previously entered into the Agreement;

      


      WHEREAS, the Company’s financial
condition has deteriorated since the date of the Agreement and the Company
wishes to reduce the remaining payments due to Armini under the
Agreement;

      


      WHEREAS,
Armini wishes to agree to the reduction in the remaining payments proposed by
the Company;

      


      WHEREAS,
as a founder of the Company and as the holder of a substantial amount of the
Company’s capital stock, Armini believes that it is in his best interests that
the Company use the amount of the reduced payments for working capital to fund
its ongoing operations;  and

      


      WHEREAS, the Company and Armini now
desire to amend the Agreement as set forth in this Amendment;

      


      NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are acknowledged by both Armini
and the Company, the Parties, intending to be legally bound, hereby irrevocably
agree as follows:

      


      1.           From
and after the date of this Amendment, the second paragraph of Paragraph 1 of the
Agreement is hereby amended by inserting, at the end thereof, the
following:

      “Notwithstanding
the foregoing, from and after November 4, 2008, the Company shall compensate
Armini at the annual rate of $200,000, less applicable taxes and withholdings,
to be paid pursuant to Implant’s normal payroll cycle with a Final Payment of
$7,692.30 due upon execution, delivery and non-revocation of the Release of
Claims attached hereto as Exhibit A (the “Release”), as further described in
Paragraph 4”.

      


      2.           From
and after the date of this Amendment, Paragraph 4 of the Agreement shall be
amended by deleting therefrom the figure “$9,516.38” and substituting therefor
the figure “$7,692.30”.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      3.           Except
as otherwise amended by this Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect.

      


      4.           This
Amendment may be executed in several counterparts, all of which together shall
constitute one agreement binding on all Parties hereto notwithstanding that all
the Parties have not signed the same counterpart.

      


      5.           This
Amendment shall be governed by, and construed and enforced in accordance with,
the internal laws of the Commonwealth of Massachusetts without regard to
principles of conflicts of law.

      


      IN
WITNESS WHEREOF, the Parties have executed this Amendment as a sealed instrument
as of the date first above written.

       

      


       

      IMPLANT
SCIENCES CORPORATION

      


      


      By: /s/ Phillip C.
Thomas______________________

      Phillip
C. Thomas

      President
and Chief Executive Officer

      


      


      


      ARMINI:

      


      


      /s/ Anthony
Armini_____________________

      Anthony
Armini