form8k081003lauru_ex10-1.htm


    Exhibit
10.1

    


    OMNIBUS
AMENDMENT

    


    This
Omnibus Amendment, dated as of September 30, 2008, by and between Implant
Sciences Corporation, a Massachusetts corporation (the “Company”) and LV
Administrative Services, Inc., as administrative and collateral agent (the
“Agent”) for each of
Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) and Valens Offshore
SPV I, Ltd., a Cayman Islands company (“Valens Offshore” and together
with Laurus and the Agent, the “Holders” and each, a “Holder”) amends (i) that
certain Securities Purchase Agreement, dated as of September 29, 2005, by and
between the Company and Laurus (as amended, restated, modified and/or
supplemented from time to time, the “Purchase Agreement”) pursuant
to which Laurus purchased Preferred Stock (as defined in the Purchase Agreement)
from the Company as issued pursuant to that certain Certificate of Vote of
Directors Establishing a Class or Series of Stock, $0.10 Par Value Per Share (as
amended, restated, modified, and/or supplemented from time to time, the “Certificate of Designations”,
together with the Purchase Agreement, and the other Related Agreements referred
to in the Purchase Agreement, the “Loan Documents”), which
Preferred Stock was subsequently assigned in full to Valens Offshore, and (ii)
the Certificate of Designations.  Capitalized terms used but not
defined herein shall have the meanings given them in the Purchase
Agreement.

    


    WHEREAS, the Company, the Holders and
the Agent have agreed to make certain changes to the Loan Documents as set forth
herein.

    


    NOW, THEREFORE, in consideration of the
above, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

    


    1.           The
last two sentences of Section 1 of the Purchase Agreement are hereby amended and
restated in its entirety to read as follows:

    


    “The Preferred Stock will have a
Mandatory Redemption Date (as defined in the Preferred Stock) of October 24,
2008.  Collectively, the Preferred Stock and Warrant (as defined in
Section 2) and Common Stock issuable upon conversion of the Preferred Stock and
exercise of the Warrant are referred to as the “Securities”.”

    
              
2.      As between the Company and the Holders,
Section 10 of Exhibit A to the Certificate of Designations shall be deemed to
read in its :

     

    


     

    “10.                 Mandatory Redemption.
The Corporation shall redeem the shares of Series D Preferred Stock, including
accrued but unpaid dividends thereon, no later than October 24, 2008 (the
“Mandatory Redemption Date”).”

     

                   
3           .In
consideration of the foregoing, the Company hereby agrees that it shall on the
date hereof, repay the outstanding obligations of the Company under the Loan
Documents in an amount equal to no less $250,000 (the “Payment”).  The
Payment shall be applied first to any accrued and unpaid dividends on the
Preferred Stock, and then to any outstanding principal balance under the Loan
Documents. 

     

                  
4.           The
amendments set forth above shall be effective as of September 29, 2008 (the
“Amendment Effective
Date”) once (i) the Company, the Holders and the Agent shall have
executed and the Company shall have delivered to the Agent its counterpart to
this Amendment, and (ii) the Company has delivered the Payment.

      


                   5.           Except
as specifically set forth in this Amendment, there are no other amendments,
modifications or waivers to the Loan Documents, and all of the other related
forms, and the terms and provisions of the Loan Documents and other related
forms shall remain in full force and effect.

     

                   6.           From
and after the date first written above, all references to the Loan Documents
shall be deemed to be references to the Loan Documents as modified
hereby.

    


    7.           The
Company hereby represents and warrants to the Holders that other than as
contemplated by this Amendment (i) no Event of Default (as defined in the
Purchase Agreement) exists on the date hereof, (ii) on the date hereof, all
representations, warranties and covenants made by the Company under the Loan
Documents are true, correct and complete, and (iii) on the date hereof, the
Company’s covenant requirements have been met under the Loan
Documents.

    
      
        
        

      

      
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    8.           This
Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and their respective successors and
permitted assigns.  THIS AMENDMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  This Amendment
may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument.

    


    


    [signature
page follows]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
caused this Amendment to be signed as of the date first written
above.

    


    IMPLANT
SCIENCES CORPORATION

    


    


    By:           
/s/ Glenn D. Bolduc

    Name:       Glenn
D. Bolduc

    Title:         Chief
Financial Officer

     

    LAURUS
MASTER FUND, LTD.

     

    By:
Laurus Capital Management, LLC, its investment manager

    


    By:           
/s/ Patrick Regan

    Name:       Patrick
Regan

    Title:        Authorized
Signatory

    


    


    VALENS
OFFSHORE SPV I, LTD.

    By:
Valens Capital Management, LLC, its investment manager

    


    By:            /s/ Patrick
Regan

    Name:      
Patrick Regan

    Title:         Authorized
Signatory

    


    


    LV
ADMINISTRATIVE SERVICES, INC. as Agent

    By:
Laurus Capital Management, LLC, its investment manager

    


    By:           
/s/ Patrick Regan

    Name:       Patrick
Regan

    Title:        Authorized
Signatory


    
      
         


      

      
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