Ex. 10.57


                                 TERM GRID NOTE



WOBURN,  MASSACHUSETTS
$500,000                                              Date:  October 10, 2001




     FOR  VALUE RECEIVED, the undersigned ("Maker") promises to pay to the order
of  Cardiotech  International,  Inc.  ("Lender") at its principal office located
78-E  Olympia  Avenue,  Woburn,  MA  01801 or at any other address as Lender may
designate by written notice to Maker, the principal sum of FIVE HUNDRED THOUSAND
DOLLARS  ($500,000), or so much thereof as shall be advanced by Lender to Maker,
in  accordance  with  the  terms  of  that  certain line of credit letter, dated
October  10,  2001  (the  "Credit  Line  Letter"), or otherwise in Lender's sole
discretion,  and  not  repaid,  together  with interest as set forth below.  The
unpaid  principal  amount  hereof  from time to time outstanding (the "Principal
Amount")  shall  bear interest from the date each advance is made to Maker until
the  date on which such advance is paid in full and at the rate set forth below.

     The  principal  amount  shall  be  payable in full on October 12, 2002 (the
"Maturity Date").  Interest on the unpaid principal of this Note will be due and
payable  on the first day of each month and on the Maturity Date.  The Principal
Amount  shall  bear  interest hereunder at the Prime Rate published from time to
time  in  the Wall Street Journal (the "Prime Rate") plus two percent (2%), with
              -------------------
any  changes  in such Prime Rate to be effective on the date so published.  From
and  after  any  Event  of  Default  (as  defined  below),  the rate of interest
chargeable  hereunder  will  be the Prime Rate plus seven percent (7%); provided
that in any event, the rate of interest chargeable hereunder will not exceed the
maximum  rate  allowable  by  applicable law, and in the event that any interest
charged  hereunder  exceeds  the rate permitted by applicable law, then any such
excess will first be applied to any outstanding principal owed hereunder and any
remaining  excess  will  be  returned  to  Maker.

     This  Note  evidences  loans made by Lender to Maker in accordance with the
Credit  Line Letter or otherwise in Lender's sole discretion, from time to time.
Any amounts borrowed by Maker under the Credit Line Letter and repaid may not be
reborrowed  by  Maker.  The  unpaid  principal  balance of this Note at any time
shall  be  the total amount advanced by Lender to Maker as set forth above, less
the  total  amount  of  principal  payments  made hereon by Maker.  The date and


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amount of each such loan and each payment on account of principal thereof may be
endorsed  by  Lender  on  the grid attached to and made a part of this Note, and
when  so  endorsed  shall  represent  evidence  thereof binding upon Maker.  Any
failure  by  Lender  to  so  endorse  shall  in no way mitigate or discharge the
obligation  of  Maker  to  repay  any  loans  actually  made.




     Maker  may  prepay this Note in whole or in part at any time, provided that
any such prepayment must be in the minimum amount of $10,000 and all accrued and
unpaid interest on such prepaid principal amount must be paid together with such
prepayment.

     By making a request for a loan, Maker shall be deemed to be representing to
Lender  that all of the representations and warranties of Maker set forth in all
of  the  Loan  Documents  (as  defined  in  the Credit Line Letter) are true and
correct  as  of  the  date of such request as if made on and as of such date and
shall  also  be  deemed to be representing and warranting to Lender that on such
date  Maker  is not in breach of any of its covenants to Lender set forth in any
Loan  Document  and  no  Event  of  Default  (as  defined  below)  has occurred.

     Unless  Lender  otherwise  determines,  all  payments on this Note shall be
applied  to  the payment of accrued interest before being applied to the payment
of  principal.  Any payment which is required to be made on a day which is not a
Business Day (as defined below) shall be payable on the next succeeding Business
Day  and  such additional time shall be included in the computation of interest.
In the event that any other obligations of Maker  (or any affiliate of Maker) to
Lender  (or  any affiliate of Lender) are due at any time that Lender receives a
payment  from  Maker  on  account  of this Note or any such other obligations of
Maker  (or any affiliate of Maker), Lender may apply such payment to amounts due
under  this  Note or any such other obligations in such manner as Lender, in its
sole  discretion,  elects,  regardless  of  any  instructions  from Maker to the
contrary.  As  used  herein,  "Business  Day" shall mean a day on which banks in
Massachusetts  shall  be  open  for  ordinary  business.

     Upon  the  occurrence of any of the following (each, an "Event of Default")
with  respect  to  Maker  or any guarantor of the indebtedness evidenced by this
Note:  (i) default by Borrower in payment of any amount due under this Note, any
Loan  Document  or  "Borrower  Agreement" (as such term is defined in the Credit
Line  Letter)  or  in  the  payment  or  performance  of any other Obligation or
agreement  of  any  nature or description to or with Lender (or any affiliate of
Lender);  (ii)  any  of them shall commence any case, proceeding or other action
under  any  law  relating to bankruptcy, insolvency, reorganization or relief of
debtors,  seeking  to  have  an  order for relief entered with respect to any of
them,  or  seeking to adjudicate any of them a bankrupt or insolvent, or seeking


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reorganization,  arrangement,  adjustment, winding-up, liquidation, dissolution,
composition  or  other relief with respect to any of them or any of their debts,
or  seeking  appointment  of  a  receiver,  trustee,  custodian or other similar
official for any of them or for all or any substantial part of the assets of any
of  them,  or any of them shall make a general assignment for the benefit of its
creditors,  or there shall be commenced against any of them any case, proceeding
or  other  action of a nature referred to in this clause (ii), or there shall be
commenced  against  any  of  them  any  case, proceeding or other action seeking
issuance  of  a  warrant of attachment,  execution, distraint or similar process
against  all  or any substantial part of the assets of any of them which results
in  the  entry  of  an  order for any such relief, or any of them shall take any
action  in  furtherance  of,  or  indicating  its  consent  to,  approval of, or
acquiescence  in, any of the acts set forth in this clause (ii),  or any of them
shall  generally  not,  or  shall  be  unable  to, or shall admit in writing its
inability  to,  pay  its  debts as they become due; (iii) entry of a judgment in
excess of $25,000 against any of them; (iv) failure to pay or remit any tax when
assessed  or  due  unless  contested in good faith; (v) dissolution of Borrower;
(vi)  making  a  bulk  transfer  or  sending  notice  of  intent to do so; (vii)
suspension  or  liquidation of the usual business; or (viii) the occurrence of a
default or Event of Default (as such term is defined in the applicable document)
under  any  Loan  Document  or  any  other  guarantee  or  security  agreement
guaranteeing  or  securing  any  Obligations  (as such term is defined below) of
Maker,  or  under any agreement, contract or instrument with the Existing Lender
(as  such  term  is  defined  in  the  Credit  Line  Letter);

then,  in  the case of any such Event of Default other than those referred to in
clause  (ii) of this sentence, Lender may declare by notice to Maker any and all
Obligations of Maker to be immediately due and payable, and in case of any Event
of Default referred to in clause (ii) of this sentence all of the Obligations of
Maker  shall  automatically become due and payable immediately without notice or
demand.

     This  Note  is  the Note referenced in the Security Agreement and Guarantee
(as such terms are defined in the Credit Line Letter) and is entitled to all the
rights  and  protections  afforded  therein.  The  rights and remedies of Lender
provided  hereunder  are  cumulative  with  the rights and remedies available to
Lender  under  any  other instruments or agreements or under applicable law.  As
used  in  this Note, the term "Obligations" means all amounts payable under this
Note,  the  Loan  Documents and any and all other indebtedness, obligations, and
liabilities  of Maker (or any affiliate of Maker) to Lender (or any affiliate of
Lender), and all claims of Lender (or any affiliate of Lender) against Maker (or
any  affiliate  of Maker), now existing or hereafter arising, direct or indirect
(including  participations or any interest of Lender in indebtedness of Maker to
others),  acquired  outright,  conditionally,  or  as  collateral  security from
another, absolute or contingent, joint or several, secured or unsecured, matured
or  unmatured,  monetary  or  non-monetary,  arising  out  of  contract or tort,


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liquidated  or  unliquidated,  arising by operation of law or otherwise, and all
extensions,  renewals,  refundings, replacements and modifications of any of the
foregoing.

     In the case of the occurrence of an Event of Default, Maker shall be liable
for  all  costs of enforcement and collection of this Note incurred by Lender or
any  other  holder  of  this  Note,  including  but  not  limited  to reasonable
attorneys'  fees, disbursements and court costs.  In addition, in the event of a
default  hereunder,  Maker  shall  pay  all  reasonable  attorneys'  fees  and
disbursements  incurred  by  Lender  in  obtaining  advice  as to its rights and
remedies  in  connection  with  such  default.

     Maker hereby separately waives presentment, notice of dishonor, protest and
notice  of  protest,  and any or all other notices or demands (other than demand
for  payment) in connection with the delivery, acceptance, performance, default,
endorsement  or  guarantee of this Note.  The liability of Maker hereunder shall
be  unconditional  and  shall  not  be  in any manner affected by any indulgence
whatsoever  granted  or  consented  to  by  the  holder

hereof, including, but not limited to any extensions of time, renewal, waiver or
other  modification.  Any  failure of the holder to exercise any right hereunder
shall  not  be  construed  as  a waiver of the right to exercise the same or any
other  right at any time and from time to time thereafter.  Lender or any holder
may  accept  late  payments, or partial payments, even though marked "payment in
full" or containing words of similar import or other conditions, without waiving
any  of  its  rights.  No  amendment, modification or waiver of any provision of
this  Note  nor  consent to any departure by Maker therefrom shall be effective,
irrespective  of  any course of dealing, unless the same shall be in writing and
signed by Lender, and then such waiver or consent shall be effective only in the
specific  instance  and  for  the  specific  purpose for which given.  This Note
cannot  be  changed  or  terminated  orally  or  by estoppel or waiver or by any
alleged  oral  modification  regardless  of  any  claimed  partial  performance
referable  thereto.

     Except  to  the extent otherwise provided herein with respect to service of
process, any notice from Lender to Maker shall be deemed given when delivered to
Maker by hand or when deposited in the United States mail and addressed to Maker
at its address set forth below or to any other address as may appear in Lender's
records  as  the  address  of  Maker.

     This Note shall be governed by and construed in accordance with the laws of
the  Commonwealth  of  Massachusetts  applicable  to  instruments made and to be
performed wholly within that state.  If any provision of this Note is held to be
illegal  or  unenforceable  for  any  reason  whatsoever,  such  illegality  or
unenforceability  shall  not  affect the validity of any other provision hereof.


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     MAKER  AND  EACH  INDORSER  AGREE  THAT  ANY  ACTION, SUIT OR PROCEEDING IN
RESPECT  OF  OR  ARISING  OUT  OF  THIS  NOTE  MAY  EXCLUSIVELY BE INITIATED AND
PROSECUTED  IN  ANY  FEDERAL  OR  STATE  COURT  LOCATED IN MASSACHUSETTS.  MAKER
CONSENTS  AND  SUBMITS TO THE EXERCISE OF EXCLUSIVE JURISDICTION OVER ITS PERSON
BY  ANY  SUCH  COURT  HAVING JURISDICTION OVER THE SUBJECT MATTER.  MAKER AGREES
THAT  A  FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE  ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER  PROVIDED  BY  LAW.

     This Note and the other Loan Documents to which Maker is a party embody the
entire agreement between Maker and Lender relating to the subject matter thereof
and  supersede all prior agreements, representations and understandings, if any,
relating  to  the  subject  matter  thereof.

     Lender  is authorized to fill in any blank spaces and to otherwise complete
this  Note



and  correct  any  patent  errors  herein.

     IN  WITNESS  WHEREOF,  the  undersigned  executes this Note intending to be
legally  bound  hereby.

                                         Implant  Sciences  Corporation


                                         By:  /s/  Anthony  J.  Armini
                                            --------------------------
                                              Anthony  J.  Armini
                                              President

Attest:  /s/  Stephen  Bunker
       ----------------------
         Name:  Stephen  Bunker
         Title:  Vice  Preseident




Address  for  Notices:

107  Audubon  Road
Wakefield,  Massachusetts  01880-1246


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LOANS  AND  PAYMENTS  OF  PRINCIPAL
-----------------------------------


                               AMOUNT OF      UNPAID
                   AMOUNT OF   PRINCIPAL     PRINCIPAL     NOTATION
    DATE              LOAN        PAID       BALANCE       MADE BY
-----------------  ---------  -----------  ------------  ------------




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