Ex. 10.65


                                LIMITED GUARANTY
                                ----------------


LENDER:                  Citizens  Bank  of  Massachusetts
                         28  State  Street
                         Boston,  MA  02109

LOAN  NO.:

BORROWER:                Implant  Sciences  Corporation
                         107  Audubon  Road
                         Wakefield,  MA  01880

ORIGINAL  PRINCIPAL
AMOUNT:                  $750,000  Commercial  Promissory  Note
                         dated  January  18,  1998

GUARANTY  AMOUNT:        $200,000

DATE:                    October  11,  2001


     To  induce  Citizens Bank of Massachusetts (hereinafter "LENDER" which term
shall  include  its  successors  and  assigns)  to  modify  the  foregoing  Loan
Arrangement  with  the  above-named Borrower (hereinafter called the "BORROWER")
and  in  consideration  thereof  and  of  any  loans,  advances  or  financial
accommodations  heretofore  or hereafter granted by Lender to or for the account
of  Borrower  thereunder,  each  of  the  undersigned  Guarantors guarantees the
payment  to  Lender  of all sums which may be presently due and owing and of all
sums  which  shall  in  the  future become due and owing to Lender from Borrower
under  said  Loan Arrangement and under any extension or renewal thereof and due
performance  by  Borrower  of  all  its  obligations  thereunder.

     Notwithstanding  anything  to  the  contrary  contained herein, Guarantor's
obligations  hereunder shall not exceed Two Hundred Thousand ($200,000) Dollars.

     Each  Guarantor also agrees:  to indemnify and hold Lender harmless against
all  obligations,  demands  and liabilities, by whomsoever asserted, and against
all  losses in any way suffered, incurred or paid by Lender as a result of or in
any  way arising out of, or following, or consequential to transactions with the
Borrower  under  said Loan Arrangement; that this Guaranty shall not be impaired
by  any  modification,  supplement,  extension  or  amendment of any contract or
agreement  to  which  the  parties  thereto  may  hereafter  agree,  nor  by any
modification,  release  or  other  alteration  of  any of the obligations hereby
guaranteed  or  of  any security therefor, nor by any agreements or arrangements


<PAGE>
whatever  with  Borrower  or  anyone  else; that the liability of each Guarantor
hereunder  is  direct  and  unconditional  and may be enforced without requiring
Lender first to resort to any other right, remedy or security; that no Guarantor
shall  have any right of subrogation, reimbursement or indemnity whatsoever, nor
any  right  of recourse to security for the debts and obligations of Borrower to
Lender,  unless  and  until  all of said debts and obligations have been paid in
full;  that if there is more than one Guarantor, the liability of the Guarantors
hereunder shall be joint and several; that if Borrower or any Guarantor shall at
any  time  become  insolvent  or  make a general assignment, or if a petition in
bankruptcy  or  any  insolvency  or reorganization proceedings shall be filed or
commenced  by,  against  or in respect of Borrower or any Guarantor, any and all
obligations  of  each  Guarantor shall, at Lender's option, forthwith become due
and  payable  without  notice;  that the books and records of Lender showing the
account  between  Lender  and  Borrower  shall  be  admissible  in any action or
proceeding, shall be binding upon each Guarantor for the purpose of establishing
the items therein set forth and shall constitute prima facie proof thereof; that
this Guaranty is, as to each Guarantor, a continuing Guaranty which shall remain
effective  during  the  initial term and each renewal term of the foregoing Loan
Arrangement;  and  that  the  death  of  any  Guarantor  shall  not  affect  the
termination  of  this Guaranty as to such deceased or as to any other Guarantor;
that nothing shall discharge or satisfy the liability of any Guarantor hereunder
except  the  full  payment  and  performance  of  all  of  Borrowers  debts  and
obligations  to  Lender  with  interest including without limitation any ongoing
obligations  which  survive the payment or other termination of the primary debt
and  the  discharge or other disposition of any mortgage or security interest or
of  the  Collateral  thereunder;  that  any and all present and future debts and
obligations  of  Borrower  to  each Guarantor are hereby waived and postponed in
favor of and subordinated to the full payment and performance of all present and
future debts and obligations of Borrower to Lender; that all sums at any time to
the  credit  of  each Guarantor and any of the property of each Guarantor at any
time  in  Lender's  possession may be held by Lender as security for any and all
obligations of such Guarantor to Lender hereunder; and that each Guarantor shall
be  liable  to  Lender for all expenses which Lender may incur in enforcement of
Lender's  rights hereunder, including, without limitation, reasonable attorneys'
fees  and  expenses.

     Each  Guarantor  waives  notice  of  acceptance hereof; the right to a jury
trial  in  any  action hereunder; presentment and protest of any instrument, and
notice thereof; notice of default; and all other notices to which such Guarantor
might  otherwise  be  entitled.

     This  Guaranty,  all  acts  and  transactions hereunder, and the rights and
obligations  of  the parties hereto shall be governed, construed and interpreted
according  to  the  laws  of the Commonwealth of Massachusetts, shall be binding
upon  the  heirs,  executors,  administrators,  successors  and  assigns of each
Guarantor  and shall enure to the benefit of Lender, its successors and assigns.

WITNESS:                                      GUARANTOR:

/s/  David  C.  Volpe                         /s/  Stephen  Bunker
---------------------                         ----------------------------
                                              Stephen Bunker, individually


                                        2
<PAGE>
                          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
                                                       ------


                                        3
<PAGE>