Ex. 10.63


                            DEPOSIT PLEDGE AGREEMENT
                            ------------------------

     THIS  AGREEMENT  is  made  as  of  October  11, 2001 by and between Implant
Sciences  Corporation,  107  Audubon  Road,  Wakefield,  Massachusetts  01880
("PLEDGOR")  and Citizens Bank of Massachusetts (the "LENDER"), 28 State Street,
Boston,  Massachusetts  02109.

     In order to induce the Lender to extend credit pursuant to Pledgor, and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  Pledgor  hereby  assigns  to the Lender and grants to the
Lender  a  security  interest  in,  and exclusive control over the Collateral as
described  below.  The  Collateral  is  pledged  to  secure  performance  of all
obligations  of  the  Pledgor  to  the  Lender,  direct or indirect, absolute or
contingent,  now  existing  or  hereafter  arising of every kind and description
arising out of the Commercial Promissory Note dated January 18, 1998 executed by
Pledgor  in  favor  of Lender, Commercial Term Loan, Revolving Loan and Security
Agreement  dated  December 22, 1999 as amended by a Modification Agreement dated
October  11,  2001,  each  between  the  Lender  and  the Pledgor and out of the
Commercial  Promissory  Note dated January 18, 1998 executed by Pledgor in favor
of  Lender.

COLLATERAL:
----------

     The  Collateral  is  Account  No.  maintained  at  Lender.

     The  Collateral shall remain in the control or possession of the Lender and
shall  constitute  continuing  collateral  security  for  the  full  payment and
performance  of  the  Obligations.  Pledgor  agrees  that  so long as any of the
Obligations remains outstanding no action of any kind whatsoever may be taken by
Pledgor  or  any  other  person  or  entity  with  respect to any portion of the
Collateral  without  the  Lender's  written  consent.  The  Lender  is  hereby
authorized  and  appointed  as  agent  and  attorney-in-fact  of  Pledgor, which
appointment  is coupled with an interest and shall be irrevocable so long as any
of  the  Obligations  remain  outstanding,  to  sign and deliver such documents,
endorsements  and  instruments and to take all such other actions in the name of
Pledgor as the Lender may deem necessary or advisable to perfect or preserve its
security  interest  in,  and  lien  on,  the  collateral.

WAIVERS  BY  GUARANTOR:
----------------------

     Pledgor waives:  notice of acceptance hereof, notice of any action taken or
omitted  by the Lender in reliance hereon, notice of default with respect to any
of  the  Obligations  and,  to the fullest extent it may effectively do so under
applicable  law,  all  defenses  which  might  at  any  time be available to it.

PLEDGE  UNCONDITIONAL:
---------------------

     This  Agreement  is  the  direct,  unconditional,  absolute  and  primary
obligation  of  Pledgor,  and no invalidity, irregularity or unenforceability of
all  or  any  part  of the Obligations or of any security therefor shall affect,
impair or be a defense to this Agreement.  This Agreement and the collateral are
given  to  secure  payment,  and  not  merely  collection  of  the  Obligations.


<PAGE>
DEFAULTS  AND  REMEDIES:
-----------------------

     Each of the following shall constitute a default hereunder:  any failure by
the  Pledgor to pay, perform or observe any obligations on its part hereunder or
under  the  aforementioned  loan  to  Pledgor  as  the  case  may  be beyond any
applicable  grace period; the service upon the Lender or such facility or branch
as  trustee,  or  of  any  similar writ or process of attachment relating to any
deposit  or  property of Pledgor.  Upon the occurrence of any default hereunder,
the  Lender  may  apply  any  Collateral  to  the  satisfaction of any or all of
Pledgor's  and/or  Pledgor's  Obligations  and  pursue  any additional rights or
remedies  available to it under this Agreement, any agreement between the Lender
and  Pledgor  or  applicable  law.

REPRESENTATIONS  AND  WARRANTIES:
--------------------------------

     Pledgor  represents and warrants to the Lender that except for the security
interest granted to the Lender hereunder the Collateral is and shall remain free
from  any adverse lien, security interest or encumbrances in favor of others; it
is  duly  organized, validly existing and in good standing under the laws of the
Commonwealth  of Massachusetts; it has full power to enter into and perform this
Agreement and has taken all necessary corporate or other action to authorize the
execution,  delivery  and  performance  of  this  Agreement;  this  Agreement
constitutes  the legal, valid and binding obligations of Pledgor, enforceable in
accordance  with  its  terms, subject to bankruptcy, insolvency or other similar
laws  affecting  the  rights of creditors generally; the execution, delivery and
performance  of  this  Agreement will not violate any provisions of any existing
law,  treaty  or  regulation  applicable  to  Pledgor  or  of  its  Articles  of
Organization  and  By-Laws,  or  other  governing  documents, or of any order or
decree  of  any  court,  arbitrator or governmental agency or of any contractual
undertaking  to  which  it  is a party or by which it may be bound; no consents,
licenses,  approvals  or  authorizations  of,  exemptions by or registrations or
declarations  with, any governmental authority are required with respect to this
Agreement.

COSTS:
-----

     Pledgor  agrees  to  reimburse  the  Lender  for any out-of-pocket costs or
expenses  (including  without  limitation  reasonable  fees and disbursements of
counsel)  incurred  by  the  Lender  in  connection  with  the  preservation  or
enforcement  of  its  rights  or  remedies under this Agreement or any agreement
between  Pledgor  and  the  Lender.

INTERPRETATION,  ETC.:
---------------------

     This  Agreement is a continuing one and all liabilities to which it applies
or  may apply under the terms hereof shall be conclusively presumed to have been
created  in  reliance  hereon.  No delay on the part of the Lender in exercising
any  of  its  options,  powers or rights, or partial or single exercise thereof,
shall  constitute  a  waiver  thereof.  Except  as expressly provided herein, no


                                        2
<PAGE>
waiver of any of rights and no modification or amendment of this Agreement shall
be  deemed  to  be  made by the Lender unless the same shall be in writing, duly
signed  on behalf of the Lender; each such waiver (if any) shall apply only with
respect  to the specific instance involved and shall in no way impair the rights
of  the  Lender or the obligations of Pledgor to the Lender in any other respect
or  at  any  other  time.  The  Collateral,  this  Agreement  and the rights and
obligations  of  the  Lender  and  of Pledgor hereunder shall be governed by and
construed  in  accordance  with  the  laws of the Commonwealth of Massachusetts.
This  Agreement  is  binding  upon Pledgor, its successors and assigns and shall
inure  to  the  benefit  of the Lender and its respective successors or assigns.
The  headings contained herein are for convenience only and shall not affect the
construction  hereof.

SUBMISSION  TO  JURISDICTION:
----------------------------

     Pledgor  irrevocably submits to the non-exclusive jurisdiction of any state
or  federal  court  sitting  in  Boston,  Massachusetts over any suit, action or
proceeding  arising  out  of  or  relating  to this Agreement or the Collateral.
Pledgor irrevocably waives, to the fullest extent it may effectively do so under
applicable  law,  its  right  to a trial by jury, and any objection which it may
have  or  hereafter  have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding  brought in any such court has been brought in an inconvenient forum.
Pledgor  agrees, to the fullest extent it may effectively do so under applicable
law, that a final judgment in any such suit, action or proceeding brought in any
court  shall  be  conclusive and binding upon Pledgor and may be enforced in the
courts of the United States of America and the Commonwealth of Massachusetts (or
any other courts to the jurisdiction of which Pledgor is or may be subject) by a
suit upon such judgment, provided that service of process is effected on Pledgor
as  permitted  by  law.

     IN  WITNESS  WHEREOF, Pledgor has caused this Agreement to be duly executed
under  seal  and  delivered  as  of  the  date  first  above  written.

WITNESS:                         IMPLANT  SCIENCES  CORPORATION


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


                                        3
<PAGE>
                          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
                                                            ------


                                        4
<PAGE>