Ex. 10.62


                             MODIFICATION AGREEMENT
                             ----------------------

          This Agreement made as of the 11th day of October, 2001 by and between
                                        ----
Citizens  Bank  of  Massachusetts  having  its principal place of business at 28
State  Street,  Boston  Massachusetts  02109 (the "LENDER") and Implant Sciences
Corporation  of  Wakefield,  Massachusetts  (hereinafter  referred  to  as  the
"BORROWER",  which  term  shall include its successors and assigns); and Stephen
Bunker  (hereinafter  referred  to  as  "GUARANTOR" which term shall include any
successors  and  assigns).

          WHEREAS,  on  January  16,  1998,  Borrower  executed and delivered to
Lender  its  Commercial Promissory Note in the principal amount of Seven Hundred
Fifty  Thousand  and  no/100  Dollars  ($750,000.00)  Dollars  (the "Note"), the
payment  of  which was secured, inter alia, by a Security Agreement dated May 1,
                                ----- ----
1996  and a Commercial Term Loan, Revolving Loan and Security Agreement dated as
of  December  22,  1999  (the  "LOAN  AGREEMENT");

          WHEREAS,  Lender  and  Borrower have agreed to revise the terms of the
Loan  Agreement  and  to  revise  all other documents related to or securing the
Note;  and

          WHEREAS,  Lender  requires  additional  collateral  for  Borrower's
obligations under the Note and the Loan Agreement, including Guarantor's limited
guaranty;

          WHEREAS, Lender and Borrower have requested Guarantor's assent to said
revisions.

          NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants herein
contained  and  other  good  and  valuable consideration, the receipt whereof is
hereby  acknowledged,  it  is  hereby  agreed  by and among Borrower, Lender and
Guarantor  as  follows:

          1.     As  of  the date hereof, Borrower's obligations pursuant to the
Note  are  the  only  Obligations  (as  that term is used in the Loan Agreement)
remaining  outstanding  and  subject  to  the  Loan  Agreement.

          2.     As  of  the  date set forth above, the principal balance of the
Note  is  THREE  HUNDRED  SIXTY-SEVEN  SIX  HUNDRED  FORTY-SEVEN  and  12/100
($367,647.12)  DOLLARS.

          3.     Section 8 (Financial Covenants) of the Loan Agreement is hereby
amended  by  deleting  the  first  sentence.

          4.     Lender hereby agrees that Borrower's failure to comply with the
Net  Loss  Covenant in Section 8.2 of the Loan Agreement, as amended hereby, for
any  quarter ending September 30, 2001 through and including June 30, 2002 shall
not  constitute  an  Event  of  Default  under  the  Loan  Agreement.

          5.     All  other  terms  and conditions of the Note as amended hereby
shall  remain  in  full  force  and  effect.


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          6.     Borrower  shall  execute,  acknowledge  and  deliver  to Lender
contemporaneously  herewith  the  Deposit  Pledge  Agreement  and Deposit Pledge
Control  Agreement  prepared  in  connection  with  this  Agreement.

          7.     Guarantor  shall  execute,  acknowledge  and  deliver to Lender
contemporaneously  herewith  the  Deposit Pledge Agreement, the Limited Guaranty
and  a  Deposit  Pledge  Control  Agreement  prepared  in  connection  with this
Agreement.

          8.     All  instruments,  documents  and  agreements entered into with
respect  to  the  original Seven Hundred Fifty Thousand and no/100 ($750,000.00)
Dollar Loan by Lender to Borrower shall be deemed to refer to the Loan Agreement
as  amended  hereby  and  said  instruments, documents and agreements are hereby
deemed  amended  accordingly.

          9.     The  parties  hereto,  including  the Guarantor, hereby ratify,
confirm,  and  approve  all  of  said  instruments,  documents and agreements as
amended.

          10.     The  terms  hereof  shall  be  binding  upon  and inure to the
benefit  of  the  parties  hereto  and  their respective successors and assigns.

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

WITNESS:                      BORROWER:
                              IMPLANT  SCIENCES  CORPORATION


/s/  David  C.  Volpe         By:  /s/  Anthony  J.  Armini
---------------------            ----------------------------
                              Its:  Chief  Executive  Officer

                              GUARANTOR:


/s/  Carolyn  Connors         /s/  Stephen  Bunker
---------------------         --------------------
                              Stephen  Bunker,  individually

                              LENDER:
                              CITIZENS  BANK  OF  MASSSACHUSETTS


                              By:  /s/  Scott  McKechney
                                 -----------------------
                              Its:  Vice  President


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                          COMMONWEALTH OF MASSACHUSETTS

Suffolk,  ss.                                              Date:  10/11/01
-------                                                         ----------

     Then  personally  appeared  the  above-named  Anthony J. Armini, of Implant
Sciences  Corporation  and  acknowledged the foregoing instrument to be the free
act  and  deed  of  said  corporation  before  me,

                              /s/  Carolyn  Connors
                              ---------------------
                              Notary  Public
                              My  commission  expires  2/4/05
                                                       ------



                          COMMONWEALTH OF MASSACHUSETTS

Suffolk,  ss.                                         Date:  10/11/01
-------                                                    ----------

     Then  personally  appeared  the above-named Stephen Bunker and acknowledged
the  foregoing  instrument  to  be  his  own  free  act  and  deed  before  me,

                              /s/  Carolyn  Connors
                              ---------------------
                              Notary  Public
                              My  commission  expires  2/4/05
                                                       ------


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