Ex. 10.60


                    SUBORDINATION AND INTERCREDITOR AGREEMENT
                    ----------------- ------------- ---------

          THIS  SUBORDINATION  AND  INTERCREDITOR  AGREEMENT  (this "Agreement")
                                                                     ---------
made as of the 10th day of October, 2001, by and among CARDIOTECH INTERNATIONAL,
INC.,  a  Massachusetts  corporation,  having  an office at 78-E Olympia Avenue,
Woburn,  MA  01801  (hereinafter  referred  to  as  the  "Senior Creditor"), and
                                                          ---------------
Anthony  Armini,  residing  at  13  Skytop  Drive,  Manchester-by-the-Sea,
Massachusetts  01944  ("Armini"),  Mark Gadarowksi, residing at 25 Stanley Lane,
                        ------
Nashua,  New  Hampshire 03062 ("M. Gadarowski"), Dennis Gardarowski, residing at
                                -- ----------
31  Woodland  Road,  Billerica,  Massachusetts  01821 ("D. Gadarowski"), Richard
                                                        --------------
Sahagian,  residing  at  4  Ward  Street,  Burlington,  Massachusetts  01803
("Sahagian"),  and  Daryl  Huntington,  residing  at  869  Route  77, Weare, New
Hampshire  03281  ("Huntington"  and,  together  with  Armini,  Gadarowski,  D.
                    ----------
Gardarowski,  and  Sahagian,  the  "Subordinate  Creditors").
                                    ----------------------


                                   WITNESSETH:
                                   ----------

          WHEREAS, the Senior Creditor has provided a line of credit facility in
the  principal  amount of up to FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the
"Senior  Loan"),  to  IMPLANT  SCIENCES CORPORATION, a Massachusetts corporation
 ------------
("Implant");  and
 --------

          WHEREAS,  Implant  is  indebted  to  the  Subordinate Creditors in the
amounts  set  forth in Section 3 herein (collectively, the "Subordinate Loans");
                                                            -----------------

          WHEREAS, the Senior Creditor is unwilling to extend the Senior Loan to
Implant  unless  the  Subordinate Creditors agree to subordinate the Subordinate
Loans  to  the  Senior  Loan  in  the  manner  hereinafter  set  forth;

          NOW,  THEREFORE,  in  consideration  of  the mutual premises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged by the parties hereto, the Subordinate Creditors
and  the  Senior  Creditor  hereby  agree  as  follows:

1.     The  Subordinate  Loans,  any  other  document  evidencing,  securing  or
guaranteeing  the  indebtedness  thereunder  or otherwise executed in connection
with  the  Subordinate  Loans  (collectively,  together  with  any  extensions,
modifications,  substitutions  and  consolidations  thereof,  being  hereinafter
collectively  referred  to as the "Subordinate Loan Documents") and all advances
                                   ---------------- ---------
made thereunder are hereby, and shall continue to be, subject and subordinate in
lien and in payment to (i) the lien and payment of the Senior Loan and any other
document  evidencing,  securing  or  guaranteeing the indebtedness thereunder or
otherwise  executed in connection with the Senior Loan (collectively referred to
as  the "Senior Loan Documents"), (ii) all advances and disbursements made under
         ---------------------


<PAGE>
the  Senior  Loan  or  the  other  Senior  Loan  Documents without regard to the
application  of  such  proceeds, together with all interest, prepayment premiums
and  all  other sums due under the Senior Loan, which advances and disbursements
may  be  made without notice to or the consent of the Subordinate Creditors, and
(iii)  any severances, consolidations, extensions, renewals and/or modifications
of  the  Senior  Loan Documents, including modifications increasing or otherwise
relating  to  the  rate  of  interest  payable  to the Senior Creditor and other
indebtedness  under  the  Senior  Loan,  which modifications may be made without
notice  to or consent of the Subordinate Creditors.  All of the terms, covenants
and  conditions  of the Subordinate Loans and the Subordinate Loan Documents are
hereby, and shall continue to be, subordinate to all of the terms, covenants and
conditions of the Senior Loan and the Senior Loan Documents. The foregoing shall
apply,  notwithstanding  the  availability  of  other  collateral  to the Senior
Creditor or the actual date and time of execution, delivery, recordation, filing
or  perfection  of  any  collateral  securing the Senior Loan or the Subordinate
Loans,  or the lien or priority of payment thereof, and notwithstanding the fact
that  the  Senior Loan or any claim for the Senior Loan is subordinated, avoided
or  disallowed,  in  whole  or in part, under Title 11 of the United States Code
(the  "Bankruptcy  Code") or other applicable federal or state law. In the event
       ----------------
of  a proceeding, whether voluntary or involuntary, for insolvency, liquidation,
reorganization,  dissolution, bankruptcy or other similar proceeding pursuant to
the  Bankruptcy  Code  or other applicable federal or state law, the Senior Loan
shall include all interest accrued on the Senior Loan, in accordance with and at
the  rates  specified  in the Senior Loan Documents, both for periods before and
for periods after the commencement of any of such proceedings, even if the claim
for  such  interest  is  not  allowed  pursuant  to  applicable  law.

2.     In  addition,  without  limiting the foregoing, the Subordinate Creditors
agree that all rights of the Subordinate Creditors under the Subordinate Loan or
under  the  Subordinate  Loan  Documents in and to all assets of Implant and the
proceeds  thereof  shall  be  expressly  subject  and  subordinate:

(a)     to the rights of the Senior Creditor in and to all the assets of Implant
and  the  proceeds  thereof  on  the  terms set forth in the Senior Loan and the
Senior  Loan  Documents;  and

(b)     to  any  and  all advances made and other expenses incurred under and as
permitted  in  the  Senior  Loan  and  the  Senior  Loan  Documents.

3.     The  Subordinate  Creditors  hereby  represent and warrant that: (a)  the
principal  amounts outstanding under the Subordinate Loans as of the date hereof
are  as  follows:

     Name  of  Subordinate  Creditor          Principal  Amount  Outstanding
     -------------------------------          ------------------------------

     Armini                                   $166,838.00
     M.  Gadarowski                           $ 14,361.00
     D.  Gadarowski                           $ 14,361.00
     Sahagian                                 $ 14,361.00
     Huntington                               $ 14,361.00


                                        2
<PAGE>
;  (b)  Implant is not in default in the observance and/or performance of any of
the  obligations  thereunder  required  to  be observed and performed by Implant
under  the Subordinate Loans; (c) no event has occurred, which, with the passing
of  time  or the giving of notice or both would constitute a default thereunder;
and  (d)  all  payments  due thereon to and including the date hereof, have been
paid  in  full.

4.     The  Senior  Creditor and the Subordinate Creditors hereby agree, so long
as  any  sum  shall  remain  outstanding  on  the  Senior  Loan,  that:

(a)     The  Subordinate  Creditors  shall  simultaneously  send  to  the Senior
Creditor  due  notice  of  all  defaults  under the Subordinate Loans as well as
copies  of all notices required to be delivered to Implant under the Subordinate
Loans.

(b)     The  Subordinate  Creditors  shall  have  no  right  to  commence  any
enforcement action or exercise any remedies in respect of the Subordinate Loans.

5.     The  Senior  Creditor and the Subordinate Creditors shall cooperate fully
with  each  other  in  order  to  promptly  and  fully  carry  out the terms and
provisions of this Agreement.  Each party hereto shall from time to time execute
and  deliver such other agreements, documents or instruments and take such other
actions  as  may be reasonably necessary or desirable to effectuate the terms of
this  Agreement.

6.     No  failure  or  delay  on the part of any party hereto in exercising any
right,  power  or  remedy hereunder shall operate as a waiver thereof, nor shall
any  single  or partial exercise of any such right, power or remedy preclude any
other  or  further exercise thereof or the exercise of any other right, power or
remedy  hereunder.

7.     Each party hereto acknowledges that to the extent that no adequate remedy
at  law exists for breach of its obligations under this Agreement.  In the event
any  party fails to comply with its obligations hereunder, the other party shall
have  the  right  to  obtain  specific  performance  of  the obligations of such
defaulting  party,  injunctive  relief  or such other equitable relief as may be
available.

8.     Any notice to be given under this Agreement shall be in writing and shall
be  deemed  to  be  given  when  received  by the party to whom it is addressed.
Notices  shall  be  in  writing and sent by registered mail, hand delivery or by
special  courier  (in  each  case,  return  receipt  requested).  Notices to the
parties  hereto  shall  be  sent to the addresses first set forth herein or such
other address or addresses as shall be designated by a party hereto in a written
notice  to  the  other  parties.

9.     In the event of any conflict between the provisions of this Agreement and
the  provisions  of the Subordinate Loan or the Subordinate  Loan Documents, the
provisions  of  this  Agreement  shall  prevail.


                                        3
<PAGE>
11.     No  person,  including,  without  limitation,  Implant,  other  than the
parties  hereto  and  their  successors  and permitted assigns as holders of the
Senior  Loan  and  the  Subordinate  Loans  shall  have  any  rights  under this
Agreement.

12.     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 one and
the  same  instrument.

13.     No  amendment,  supplement,  modification, waiver or termination of this
Agreement  shall  be  effective  against  a  party  whom the enforcement of such
amendment,  supplement,  modification,  waiver or termination would be asserted,
unless  such amendment, supplement, modification, waiver or termination was made
in  a  writing  signed  by  such  party.

14.     In  case  any  or more of the provisions contained in this Agreement, or
any  application  thereof,  shall  be  invalid,  illegal or unenforceable in any
respect,  the  validity, legality and enforceability of the remaining provisions
contained  herein,  and  any  other application thereof, shall not in any way be
affected  or  impaired  thereby.

15.     This Agreement shall be governed by and construed in accordance with the
laws  of  the  Commonwealth  of  Massachusetts  and  all  rules  and regulations
promulgated  thereunder  shall  apply.

16.     This  Agreement  shall  bind  and  inure  to  the  benefit of the Senior
Creditor  and  the  Subordinate  Creditors  and  their  respective  successors,
transferees  and  assigns.

          IN  WITNESS  WHEREOF, the parties have duly executed this Agreement as
of  the  day  and  year  first  above  written.


                              CARDIOTECH  INTERNATIONAL,  INC.



                              By:  /s/  Michael  Szycher
                                 -----------------------
                              Name:  Michael  Szycher
                              Title:  CEO


                              /s/  Anthony  J.  Armini
                              ------------------------
                              ANTHONY  ARMINI


                              _________________________________
                              MARK  GADAROWSKI


                                        4
<PAGE>
                              _________________________________
                              DENNIS  GADAROWSKI


                              _________________________________
                              RICHARD  SAHAGIAN


                              _________________________________
                              DARYL  HUNTINGTON


                                        6
<PAGE>