Ex. 10.59


                                    GUARANTEE

     This  Guarantee  is  made  as  of  October  10, 2001, by the undersigned (a
"Guarantor"),  in  favor  of  CARDIOTECH  INTERNATIONAL,  INC.  ("Lender").

                                    RECITALS


     Lender has entered into a line of credit letter agreement (the "Credit Line
Letter") with Implant Sciences Corporation ("Borrower"), dated as of October 10,
2001.  As a condition precedent to the execution and delivery of the Credit Line
Letter  by  Lender,  Lender  requires  that  Guarantor  execute and deliver this
Guarantee.

     Guarantor  is  an officer, director and a major shareholder of Borrower and
will  derive direct and substantial benefit from Lender entering into the Credit
Line  Letter with Borrower.  Any capitalized terms used herein and not otherwise
defined  shall  have  the  meaning  used  in  the  Credit  Line  Letter.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, and to induce Lender to enter into
the Credit Line Letter with Borrower, Guarantor hereby covenants and agrees with
Lender  as  follows:

     1.     Guarantor  hereby  unconditionally,  irrevocably  and  absolutely
guarantees  unto  Lender, and independently assumes liability to Lender, without
any  requirement  of  resort  to  any  other  party,  for  the punctual and full
performance  and  observance  of  all  of  the covenants, conditions, duties and
obligations  to  be  observed  and  performed by Borrower and its successors and
assigns  under the Credit Line Letter and all Loan Documents, and the payment of
all  amounts  of  any kind or nature due thereunder (the "Obligations"), in each
case  as  set  forth  in the Loan Documents, as any or all Loan Documents may be
amended,  modified,  supplemented,  extended,  added  to or renewed from time to
time.

     2.     The  obligations  of  Guarantor hereunder shall remain in full force
and  effect  without  regard  to,  and shall not be affected or impaired by, the
following,  any  or  all of which may be taken without the consent of, or notice
to, any Guarantor nor shall any of the following give any Guarantor any recourse
or  right  of  action against Lender, each and all of which are hereby expressly
authorized  by  the Guarantor to be undertaken at any time and from time to time
by  Borrower or Lender, as the case may be, in its sole and absolute discretion:

          (a)     Any  express  or  implied  amendment,  extension,  renewal,
modification,  addition,  or  supplement  of  or  to  any  Loan  Document;


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          (b)     Any renewal, extension or continuation of any Loan Document or
the  term  thereof,  whether  pursuant  to  a  written  agreement  or otherwise;

          (c)     Any  exercise  or  non-exercise  or  delay  in the exercise or
assertion  by Lender of any right or privilege under this Guarantee or any other
Loan  Document;

          (d)     Any  bankruptcy,  insolvency,  reorganization,  composition,
adjustment, dissolution, liquidation or other similar proceeding relating to the
Guarantor  or  Borrower,  or  any  action  taken  in  respect  of Borrower, this
Guarantee,  or  any  other  Loan  Document  by  any  trustee,  receiver,
debtor-in-possession  or  the  like,  by  Lender  or  by  any court, in any such
proceeding, whether or not any such Guarantor shall have had notice or knowledge
of  any  of  the  foregoing:

          (e)     Any  extension of time or other indulgence granted to Borrower
or  any waiver with respect to the payment or repayment of any amounts due under
any  Loan Document, and any other charges to be paid by Borrower or with respect
to the performance and observance of any other obligations of Borrower under any
Loan  Document,  except  as  may  be  agreed  to  in  writing  by  Lender;

          (f)     The  acceptance by Lender of any security for the punctual and
full  payment  of  the  Obligations,  or the release, surrender, substitution or
omission  to  act,  by  Lender  with  respect  to  any  such  security;

          (g)     Any  other  act  or  omission  to  act  by  Borrower;  and

          (h)     Any other matter whatsoever whereby a Guarantor would or might
be released, it being the intent hereof that the Guarantor shall at all times be
and  remain liable to Lender to the same extent as if each Guarantor was jointly
and severally liable with Borrower to Lender for the performance of each and all
of  the  terms,  conditions,  covenants  and  provisions  of the Loan Documents.

     3.     Guarantor  hereby  unconditionally  waives:

          (a)     All  presentments,  demands  for  performance,  notices  of
nonperformance, protests, notices of protest, notices of dishonor and notices of
acceptance  of  this  Guarantee;

          (b)     Any right to require Lender to proceed against Borrower or any
other  person  at any time or to proceed against or exhaust any security held by
Lender  at  any  time  or  to  pursue  any  other remedy whatsoever at any time;

          (c)     Any  defense arising out of the absence, impairment or loss of
any  right  of  reimbursement, contribution or subrogation or any other right or
remedy  of  Guarantor  against  Borrower,  whether  resulting from any action or
election  of  remedies  by  Borrower  or  otherwise;


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          (d)     The  defense  of  any  statute  of  limitations;

          (e)     Any  defense  arising  by  reason  of  any  invalidity  or
unenforceability  of the Credit Line Letter or any disability of Borrower, or by
any cessation from any cause whatsoever of the liability of Borrower, including,
without limitation, any reduction, diminution or limitation upon or discharge of
the  liability  of  Borrower  under  the  Bankruptcy  Code;

          (f)     Any  defense  based  upon  an  election of remedies by Lender;

          (g)     Any  duty of Lender to advise any Guarantor of any information
known  to  Lender  regarding  the  financial condition of Borrower and all other
circumstances affecting the ability of Borrower to perform its obligations under
the  Loan  Documents;

          (h)     Any  duty  of Lender to give Guarantor notice of any demand by
Lender  or  any notice of any type or nature under the Loan Document, including,
without  limitation,  any  notice  relating to any default by Borrower under the
Loan  Documents  ;  and

          (i)     Any  defense  based  upon  any  express  or implied amendment,
modification,  addition  or  supplement  of  or to any Loan Document or of or to
Borrower's  obligations  under  the  Loan  documents made without the consent of
Guarantor,  which  consent  shall  not  be  required.

     4.     Lender  may,  without  notice to Guarantor, assign its right, title,
claim  and  interest  in  the  Loan Documents (and thereby its rights under this
Guarantee)  in  whole  or  in  part,  and  no assignment or transfer of the Loan
Documents  (whether or not permitted under the terms thereof) and this Guarantee
shall  operate  to  extinguish or diminish the liability of Guarantor hereunder.

     5.     Until all Obligations have been paid in full or satisfied, Guarantor
shall  not  have  any  right of subrogation and Guarantor waives, to the fullest
extent permitted by law, any right to enforce any remedy which Guarantor now has
or  may  hereafter  have against Borrower, and each Guarantor further waives the
benefit  of,  and  any  right  to  participate in, any security, whether real or
personal  property,  now  or  hereafter  held  by  Lender  as  security  for the
performance  of  Borrower  under  the  Loan  Documents.

     6.     This  is a continuing guaranty and may not be terminated.  Guarantor
waives, to the fullest extent possible under applicable law, any right to revoke


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its liability hereunder.  In no event shall any extension or renewal of any Loan
Document  constitute  or  be  deemed  to  constitute  a  future  transaction and
Guarantor hereby unconditionally waives any right to make such a claim.  No such
termination  permitted hereunder shall be effective until written notice thereof
is  given  to Lender at the address and in the manner set forth herein.  No such
notice  shall  release  Guarantor  from any liability then existing hereunder or
under  the  Loan  Documents  as  of the day any such notice is received, and all
renewals  and  extensions  thereof.

     7.     Successive  demands may be made upon, and successive actions for the
enforcement  of  such  demands  may  be  brought  against,  the  Guarantor  upon
successive defaults in the making of particular payments and the performance and
observance of particular obligations or conditions under the Loan Documents that
are  guaranteed by the Guarantor in Section 1 above, and the enforcement of this
Guarantee  against  the  Guarantor  with  respect  to  any particular payment or
obligations  or conditions under the Loan Documents shall not operate to exhaust
this  Guarantee or as a waiver of the right to proceed under this Guarantee with
respect  to  any  future  default  or  defaults.

     8.     The  obligations  of  the  Guarantor  hereunder  are  primary  and
independent  of  the  obligations  of  Borrower and, in the event of any default
hereunder,  a  separate  action or actions may be brought and prosecuted against
the Guarantor and whether or not Borrower is joined therein or a separate action
or  actions  are  brought against Borrower. The liability of the Guarantor shall
not  be  affected  by  any  rendering  of  any  judgment  against  Borrower.

     9.     All  of the terms of this instrument shall be binding upon and inure
to  the  benefit  of  the  parties  hereto  and  their respective successors and
assigns.  No  delay  or failure by Lender to execute any remedy against Borrower
or  any  Guarantor  will  be construed as a waiver of that right or remedy.  All
remedies  of  Lender  are  cumulative.

     10.     This  Guarantee  of  the Loan Documents shall be one of payment and
performance  and  not  merely  of  collection.

     11.     The  Guarantor  hereby  agrees to be responsible for and to pay any
and all costs and expenses, including, without limitation, reasonable attorney's
fees  and  court  costs, incurred by Lender in connection with the collection of
any and all sums or obligations guaranteed hereby, the defense or enforcement of
any or all of Lender's rights hereunder and the defense or enforcement of any or
all  of  Lender's  rights  under  the  Loan  Documents.

     12.     Guarantor  agrees  that  this  Guarantee  shall  be construed as an
absolute, unconditional, irrevocable, continuing and unlimited obligation of the
Guarantors  without regard to the regularity, validity or enforceability against
Borrower of any liability or obligation hereby guaranteed, and waives any rights


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that  would  limit  Guarantor's  liability to the extent that it exceeds that of
Borrower  due  to  any defense of Borrower or enforceability of the Obligations.

     13.     If any Obligations shall be held to be unenforceable, the remainder
of  this Guarantee and its application to all other Obligations other than those
with respect to which it is held unenforceable shall not be affected thereby and
shall  remain  in  full  force  and  effect.

     14.     This  Guarantee  shall  continue for the term of all Loan Documents
and any extensions or renewals thereof and until all obligations and liabilities
of  Borrower  and its successors and assigns, to Lender under or relating to the
Loan  Documents  have  been  fully  paid  or  satisfied.

     15.     This  Guarantee  shall  be  governed by and construed in accordance
with  the  laws of the Commonwealth of Massachusetts.  Guarantor and Lender each
hereby  irrevocably  submits  to  the  exclusive  jurisdiction  of the state and
federal  courts  located  in  or  closest  in  geographic proximity to Middlesex
County, Massachusetts, in the event of any dispute hereunder, and further waives
any  right  to  a  trial  by  jury.

     16.     This  Guarantee  shall  not  be  modified, amended or waived in any
manner  unless  the  same  be  in  writing  and  signed by Lender and Guarantor.

     17.     In  the  event  that more than one party is executing as Guarantor,
then  each  undersigned  Guarantor  is  executing  this instrument, and shall be
liable  hereon,  jointly  and severally.   Lender may make demand upon or pursue
any  remedies  against  any  one or more Guarantor, whether or not any demand is
made  upon  or  any  remedies  are  pursued  against  any other Guarantor.  Each
Guarantor expressly agrees that recourse may be had against any and all property
of  such  Guarantor,  regardless  of whether such property constitutes community
property  or  separate  property.

     18.     Each  Guarantor  hereby represents and warrants to Lender that such
Guarantor has the full power and authority to execute and deliver this Guarantee
to  Lender,  and  that  this  Guarantee  has been duly executed and delivered to
Lender,  and  constitutes  the  binding  and  enforceable  obligation  of  such
Guarantor.

     19.     All  notices, requests, demands, consents, and other communications
required  or  permitted  to  be  given or made hereunder shall be in writing and
shall  be  deemed to have been duly given and received, (i) if mailed, certified
first  class mail, postage prepaid, return receipt requested, five days after it
is  mailed,  or  (ii)  if  sent by overnight courier or delivered by hand to the
party  to whom the same is so given or made, at the address of such party as set
forth  below, which address may be changed by notice to the other parties hereto
duly  given  pursuant  hereto,  the  day  after  it  is  sent:


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          (a)  if  to  Lender:

               Cardiotech  International,  Inc.
               78-E  Olympia  Avenue
               Woburn,  MA  01801
               Attention:   Michael  Szycher
               Tel:     781-933-7422
               Fax:     781-937-4218

               with  a  copy  to:

               Ellenoff Grossman Schole & Cyruli, LLP
               370  Lexington  Avenue,  Suite  1900
               New  York,  New  York  10017
               Attention:  Barry  Grossman,  Esq.
               Tel:  (212)  370-1300
               Fax:  (212)  370-7889

          (b)  if  to  the  Guarantor:

               Anthony  J.  Armini
               13  Skytop  Drive
               Manchester-by-the-Sea,  Massachusetts  01944
               Tel:   (781)  246-0700
               Fax:  (781)  246-3561

               With  a  copy  to:

               Law  Office  of  Bruce  A.  Bierhans  LLC
               294  Pleasant  Street
               Stoughton,  Mass.  02072
               Attention:  Bruce  A.  Bierhans,  Esq.
               Tel:  (781)  297-0005
               Fax:  (791)  297-7427

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


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     IN  WITNESS  WHEREOF, the undersigned has executed this Guarantee as of the
date  first  above  written.



                                   /s/  Anthony  J.  Armini
                                   ------------------------
                                   Anthony  J.  Armini


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