<Page>
                                                                     Exhibit 3.6



                                                         FEDERAL IDENTIFICATION
                                                             NO. 04-2837126



                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
                   One Ashburton Place, Boston, MA 02108-1512

                        CERTIFICATE OF VOTE OF DIRECTORS
                     ESTABLISHING A CLASS OR SERIES OF STOCK
                    (General Laws, Chapter 156B, Section 26)





We,   Anthony J. Armini                                     , President
and   Stephen N. Bunker                                     , Clerk

                        of Implant Sciences Corporation
                           (EXACT NAME OF CORPORATION)

located at:      107 Audubon Road, Wakefield, Massachusetts 01880
                 (STREET ADDRESS OF CORPORATION IN MASSACHUSETTS)

do hereby certify that at a meeting of directors of the Corporation on August
28, 2003, the following vote establishing and designating a class or series of
stock and determining the relative rights and preferences thereof was duly
adopted:

See Continuation Sheet 2A












*DELETE THE INAPPLICABLE WORDS.

NOTE:  VOTES FOR WHICH THE SPACE PROVIDED ABOVE IS NOT SUFFICIENT SHOULD BE
       PROVIDED ON ONE SIDE OF SEPARATE 8 1/2X 11 SHEETS OF WHITE PAPER,
       NUMBERED 2A, 2B, ETC. WITH A LEFT MARGIN OF AT LEAST 1 INCH.

<Page>
                              CONTINUATION SHEET 2A

                          IMPLANT SCIENCES CORPORATION

VOTED: That, pursuant to the authority expressly granted to and vested in the
       Board of Directors of the Corporation by the provisions of Article IV of
       the Amended and Restated Articles of Organization of the Corporation (the
       "ARTICLES OF ORGANIZATION") and Section 26 of the Massachusetts Business
       Corporation Law of the Commonwealth of Massachusetts, the Board of
       Directors hereby creates, from the 5,000,000 shares of Preferred Stock,
       par value $.10 per share (the "PREFERRED STOCK"), of the Corporation
       authorized to be issued pursuant to the Amended and Restated Articles of
       Organization a series of Preferred Stock, consisting of 200,000 shares of
       Series B 5% Cumulative Convertible Preferred Stock (the "SERIES B
       PREFERRED STOCK"), and hereby fixes the powers, designations, preferences
       and qualifications, limitations or restrictions thereof, of the shares
       of such Series Bs set forth in Exhibit A hereto (the "CERTIFICATE OF VOTE
       OF DIRECTORS").
<Page>
                                                                       EXHIBIT A

                              TERMS OF SERIES B 5%
                     CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       OF
                          IMPLANT SCIENCES CORPORATION

     1. DESIGNATION: NUMBER OF SHARES. The designation of said series of
Preferred Stock shall be Series B 5% Cumulative Convertible Preferred Stock (the
"SERIES B PREFERRED STOCK"). The number of shares of Series B Preferred Stock
shall be 200,000. Each share of Series B Preferred Stock shall have a stated
value equal to $10 (as adjusted for any stock dividends, combinations or splits
with respect to such shares) (the "STATED VALUE"), and $.10 par value.

     2. RANKING. The Series B Preferred Stock shall rank (i) prior to the
Corporation's common stock, par value $.10 per share ("COMMON STOCK"); (ii)
except as provided in clause (iii) below, prior to any class or series of
capital stock of the Corporation hereafter created (unless, with the consent of
the holder of Series B Preferred Stock (the "HOLDER") (which may be withheld in
such Holder's sole and absolute discretion), such class or series of capital
stock specifically, by its terms, ranks senior to or Pari Passu with the Series
B Preferred Stock); (iv) Pari Passu with any class or series of capital stock of
the Corporation hereafter created specifically ranking, by its terms, on parity
with the Series B Preferred Stock and Pari Passu with the Series B Preferred
Stock of the Corporation ("PARI PASSU SECURITIES"); and (v) junior to any class
or series of capital stock of the Corporation hereafter created (with the
consent of the Holder (which may be withheld in Holder's sole and absolute
discretion) obtained in accordance with Section 8 hereof) specifically ranking,
by its terms, senior to the Series B Preferred Stock ("SENIOR SECURITIES"), in
each case as to distribution of assets upon liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary.

     3. DIVIDENDS.

     (a) The Holder shall be entitled to receive preferential dividends in cash
out of any funds of the Corporation legally available at the time for
declaration of dividends before any dividend or other distribution will be paid
or declared and set apart for payment on any shares of any Common Stock, or
other class of stock presently authorized but not yet issued, or to be
authorized (the Common Stock, and such other stock being hereinafter
collectively the "JUNIOR STOCK") at the rate of 5% simple interest per annum on
the Stated Value per share payable monthly commencing one month from the date
hereof and on the first business day of each consecutive month thereafter when
as and if declared, at the Corporation's option; provided, however, that
dividend payments may, in the sole discretion of the Corporation, be made in
fully paid and non-assessable shares of Common Stock which are subject to an
effective registration statement at the Fixed Conversion Price (as defined
herein) then in effect, and the issuance of such additional shares shall
constitute full payment of such dividend.

     (b) The dividends on the Series B Preferred Stock at the rates provided
above shall be cumulative whether or not declared so that, if at any time full
cumulative dividends at the rate aforesaid on all shares of the Series B
Preferred Stock then outstanding from the date
<Page>

from and after which dividends thereon are cumulative to the end of the monthly
dividend period next preceding such time shall not have been paid or declared
and set apart for payment, or if the full dividend on all such outstanding
Series B Preferred Stock for the then current dividend period shall not have
been paid or declared and set apart for payment, the amount of the deficiency
shall be paid or declared and set apart for payment (but without interest
thereon) before any sum shall be set apart for or applied by the Corporation or
a subsidiary of the Corporation to the purchase, redemption or other acquisition
of the Series B Preferred Stock or Pari Passu Securities and before any dividend
or other distribution shall be paid or declared and set apart for payment on any
Junior Stock and before any sum shall be set aside for or applied to the
purchase, redemption or other acquisition of Junior Stock.

     (c) Dividends on all shares of the Series B Preferred Stock shall begin to
accrue and be cumulative from and after the date of issuance thereof. A dividend
period shall be deemed to commence on the business day following a monthly
dividend payment date herein specified and to end on the next succeeding
business monthly dividend payment date herein specified.

     4. AMORTIZATION.

     (a) MONTHLY PAYMENTS. Subject to the terms of this Section 4, the
Corporation shall redeem the original Stated Value of the Series B Preferred
Stock (to the extent such amount has not been converted pursuant to Section 6
below) according to the schedule set forth below, together with the dividend
accrued to date on such portion of the original Stated Value plus any and all
default payments owing under the Securities Purchase Agreement dated August 28,
2003 between the Corporation and Laurus Master Fund, Ltd. (the "PURCHASE
AGREEMENT") but not previously paid (collectively the "MONTHLY AMOUNT"), in
accordance with Section 4(b) below, on the first business day of each
consecutive calendar month (each, a "REPAYMENT DATE"), beginning on December 1,
2003.

<Table>
<Caption>
      Date        Required redemption         Date          Required redemption
--------------------------------------------------------------------------------
    <S>                  <C>                 <C>                  <C>
    12/1/2003            $25,000             10/1/2004            $165,000
     1/1/2003            $33,000             11/1/2004            $173,000
     2/1/2004            $41,000             12/1/2004            $181,000
     3/1/2004            $49,000             1/1/20054            $189,000
     4/1/2004            $57,000              2/1/2005            $197,000
     5/1/2004            $65,000              3/1/2005            $485,000
     6/1/2004            $73,000
     7/1/2004            $81,000
     8/1/2004            $89,000
     9/1/2004            $97,000
</Table>

     (b) Any conversions will be applied to the closest upcoming amortization
payment. For example, if prior to December 1, $50,000 of principal relating to
this series of Preferred Stock, no cash payment would be required for November
and $25,000 would be applied to the December payment resulting in the January 1,
payment being reduced to $8,000.

                                       2
<Page>

     (c) CASH OR COMMON STOCK. Subject to the terms hereof, the Corporation has
the sole option to determine whether to satisfy payment of the Monthly Amount in
full on each Repayment Date either in cash or in shares of Common Stock, or a
combination of both. The Corporation shall deliver to the Holder a written
irrevocable notice in the form of Exhibit B attached hereto electing to pay such
Monthly Amount in full on such Repayment Date in either cash or Common Stock, or
a combination of both ("REPAYMENT ELECTION NOTICE"). Such Repayment Election
Notice shall be delivered to the Holder at least twenty (20) days prior to the
applicable Repayment Date (the date of such notice being hereinafter referred to
as the "NOTICE DATE"). If such Repayment Election Notice is not delivered within
the prescribed period set forth in the preceding sentence, then the repayment
shall be made in shares of Common Stock on the same terms hereunder. If the
Corporation elects or is required to repay all or a portion of the Monthly
Amount in cash on a Repayment Date, then on such Repayment Date the Corporation
shall pay to the Holder an amount equal to 105% of the Monthly Amount (excluding
any fees which have been included in such Monthly Amount) in satisfaction of
such obligation. If the Corporation repays all or a portion of the Monthly
Amount in shares of Common Stock, the number of such shares to be issued for
such Repayment Date shall be the number determined by dividing (x) the portion
of the Monthly Amount to be paid in shares of Common Stock, by (y) the Fixed
Conversion Price (as defined herein) as of such date.

     (d) NO EFFECTIVE REGISTRATION. Notwithstanding anything to the contrary
herein, the Corporation shall be prohibited from exercising its right to repay
the Monthly Amount in shares of Common Stock (and must deliver cash in respect
thereof) on the applicable Repayment Date if at any time from the Notice Date
until the time at which the Holder receives such shares there fails to exist an
effective registration statement or an Event of Default hereunder exists or
occurs, unless otherwise waived in writing by the Holder in whole or in part at
the Holder's option.

     (e) SHARE PRICE/ISSUANCE LIMITATIONS. Notwithstanding anything to the
contrary herein, if the closing price of the Common Stock as reported by
Bloomberg, L.P. on the Principal Market for any of the 11 trading days preceding
a Repayment Date was less than$6.00 , the Corporation would be required to pay
such Monthly Amount in cash.

     (f) DEEMED CONVERSIONS. Any repayment of the Monthly Amount in shares of
Common Stock pursuant to the terms hereof shall constitute and be deemed a
conversion of such portion of the applicable Stated Value of the Series B
Preferred Stock for all purposes under this Certificate and the Purchase
Agreement (except as otherwise provided herein).

     5. LIQUIDATION RIGHTS.

     (a) Upon the dissolution, liquidation or winding-up of the Corporation,
whether voluntary or involuntary, the Holder shall be entitled to receive before
any payment or distribution shall be made on the Junior Stock, out of the assets
of the Corporation available for distribution to stockholders, the greater of
(i) the unpaid Stated Value per share of Series B Preferred Stock and all
accrued and unpaid dividends to and including the date of payment thereof or
(ii) the number of shares that would be issuable upon conversion of the Stated
Value

                                       3
<Page>

and accrued dividends multiplied by the highest closing price for the five
trading days immediately preceding such liquidation payment date. Upon the
payment in full of all amounts due to Holder the holders of the Common Stock of
the Corporation and any other class of Junior Stock shall receive all remaining
assets of the Corporation legally available for distribution. If the assets of
the Corporation available for distribution to the Holder shall be insufficient
to permit payment in full of the amounts payable as aforesaid to the Holder upon
such liquidation, dissolution or winding-up, whether voluntary or involuntary,
then all such assets of the Corporation shall be distributed to the exclusion of
the holders of shares of Junior Stock ratably among the Holder.

     (b) Neither the purchase nor the redemption by the Corporation of shares of
any class of stock nor the merger or consolidation of the Corporation with or
into any other corporation or corporations nor the sale or transfer by the
Corporation of all or any part of its assets shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation for the purposes of
this paragraph 5.

     6. CONVERSION INTO COMMON STOCK. Shares of Series B Preferred Stock shall
have the following conversion rights and obligations:

     (a) Subject to the further provisions of this paragraph 6 each Holder shall
have the right at any time commencing after the issuance to the Holder of Series
B Preferred Stock, to convert such shares into fully paid and non-assessable
shares of Common Stock of the Corporation (as defined in paragraph 6(i) below)
determined in accordance with the Fixed Conversion Price provided in paragraph
6(b) below. All issued or accrued but unpaid dividends may be converted at the
election of the Holder simultaneously with the conversion of the Stated Value of
Series B Preferred Stock being converted. In the event of any conversions of
outstanding Stated Value under the Series B Preferred Stock in part pursuant to
this Section 6, such conversions shall be deemed to constitute conversions of
outstanding Stated Value applying to Monthly Amounts for the Repayment Dates in
chronological order. By way of example, if the original Stated Value of this
Series B Preferred Stock is $1,500,000 and the Holder converted $750,000 of such
original Stated Value prior to the first Repayment Date, then (1) the Stated
Value amount of the Monthly Amount due on the first Repayment Date would equal
$0, (2) the Stated Value amount of the Monthly Amount due on the second
Repayment Date would equal $0 and (3) the Stated Value amount of the Monthly
Amount due on each of the remaining Repayment Dates would be $17,000.

     (b) The number of shares of Common Stock issuable upon conversion of each
share of Series B Preferred Stock shall equal (i) the sum of (A) the Stated
Value per share and (B) at the Holder's election accrued and unpaid dividends on
such share, divided by (ii) $5.50 (the "FIXED CONVERSION PRICE").

     In the event that (i) an Event of Default has occurred and (ii) as of the
end of the Default Notice Period (as defined in Section 9 below), the
Corporation shall have failed (i) to cure the Event of Default; (ii) to redeem
the Holder's Series B Preferred Stock for cash in accordance with Section 9
below or (iii) to receive a waiver, in writing, from the Holder that so long as
the Event of Default continues the conversion price shall be equal to the
greater of (i) the lower of (A) the Fixed Conversion Price or (B) seventy
percent (70%) of the average of the three

                                       4
<Page>

lowest closing prices for the Common Stock on NASD OTC Bulletin Board, NASDAQ
SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New
York Stock Exchange (whichever of the foregoing is at the time the principal
trading exchange or market for the Common Stock, the "PRINCIPAL MARKET"), or on
any securities exchange or other securities market on which the Common Stock is
then being listed or traded, for the thirty (30) trading days prior to but not
including the Conversion Date or (ii) $2.02.

     (c) The Holder of any certificate for shares of Series B Preferred Stock
desiring to convert any of such shares may give notice of its decision to
convert the shares into Common Stock by delivering or telecopying an executed
and completed notice of conversion to the Corporation (the "CONVERSION DATE").
Each date on which a notice of conversion is delivered or telecopied to the
Corporation in accordance with the provisions hereof shall be deemed a
Conversion Date. A form of Notice of Conversion that may be employed by a Holder
is annexed hereto as Exhibit A. The Corporation will cause the transfer agent to
transmit the shares of the Common Stock issuable upon conversion of the Series B
Preferred Stock (and a certificate representing the balance of the Series B
Preferred Stock not so converted, if requested by Purchaser) to the Holder by
crediting the account of the Holder's prime broker with the Depository Trust
Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system
within three (3) business days after receipt by the Corporation of the Notice of
Conversion (the "DELIVERY DATE"). The Corporation is obligated to deliver to the
Holder simultaneously with the aforedescribed Common Stock, at the election of
the Holder, additional shares of Common Stock representing the conversion at the
Fixed Conversion Price, of dividends accrued on the Series B Preferred Stock
being converted.

     In the case of the exercise of the conversion rights set forth in paragraph
6(a) the conversion privilege shall be deemed to have been exercised and the
shares of Common Stock issuable upon such conversion shall be deemed to have
been issued upon the date of receipt by the Corporation or Transfer Agent of the
Notice of Conversion. The person or entity entitled to receive Common Stock
issuable upon such conversion shall, on the date such conversion privilege is
deemed to have been exercised and thereafter, be treated for all purposes as the
record Holder of such Common Stock and shall on the same date cease to be
treated for any purpose as the record Holder of such shares of Series B
Preferred Stock so converted.

     Upon the conversion of any shares of Series B Preferred Stock no adjustment
or payment shall be made with respect to such converted shares on account of any
dividend on the Common Stock, except that the Holder of such converted shares
shall be entitled to be paid any dividends declared on shares of Common Stock
after conversion thereof.

     The Corporation shall not be required, in connection with any conversion of
Series B Preferred Stock, and payment of dividends on Series B Preferred Stock
to issue a fraction of a share of its Series B Preferred Stock and shall instead
deliver a stock certificate representing the next whole number.


     (d) The Fixed Conversion Price determined pursuant to 6(b) shall be subject
to adjustment from time to time as follows:

                                       5
<Page>

          (i) In case the Corporation shall at any time (A) declare any stock
     dividend or distribution of stock on its Common Stock or other securities
     of the Corporation other than the Series B Preferred Stock, (B) split or
     subdivide the outstanding Common Stock, (C) combine the outstanding Common
     Stock into a smaller number of shares, or (D) issue by reclassification of
     its Common Stock any shares or other securities of the Corporation, then in
     each such event the Fixed Conversion Price shall be adjusted
     proportionately so that the Holder shall be entitled to receive the kind
     and number of shares or other securities of the Corporation which such
     Holder would have owned or have been entitled to receive after the
     happening of any of the events described above had such shares of Series B
     Preferred Stock been converted immediately prior to the happening of such
     event (or any record date with respect thereto). Such adjustment shall be
     made whenever any of the events listed above shall occur. An adjustment
     made to the conversion pursuant to this paragraph 6(d)(i) shall become
     effective immediately after the effective date of the event retroactive to
     the record date, if any, for the event. Notwithstanding the foregoing , no
     adjustments will be made upon issuances of any securities issued upon the
     exercise or conversion of currently issued and outstanding options,
     warrants, or convertible securities,

     (e) (i) In case of any merger of the Corporation with or into any other
corporation (other than a merger in which the Corporation is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, or change of the outstanding shares of Common Stock) then unless the
right to convert shares of Series B Preferred Stock shall have terminated, as
part of such merger, lawful provision shall be made so that Holder shall
thereafter have the right to convert each share of Series B Preferred Stock into
the kind and amount of shares of stock and/or other securities or property
receivable upon such merger by a Holder of the number of shares of Common Stock
into which such shares of Series B Preferred Stock might have been converted
immediately prior to such consolidation or merger. Such provision shall also
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in paragraph 6(d). The foregoing
provisions of this paragraph 6(e) shall similarly apply to successive mergers.

          (ii) In case of any sale or conveyance to another person or entity of
     the property of the Corporation as an entirety, or substantially as an
     entirety, in connection with which shares or other securities or cash or
     other property shall be issuable, distributable, payable, or deliverable
     for outstanding shares of Common Stock, then, unless the right to convert
     such shares shall have terminated, lawful provision shall be made so that
     the Holder shall thereafter have the right to convert each share of the
     Series B Preferred Stock into the kind and amount of shares of stock or
     other securities or property that shall be issuable, distributable,
     payable, or deliverable upon such sale or conveyance with respect to each
     share of Common Stock immediately prior to such conveyance.

     (f) Whenever the number of shares to be issued upon conversion of the
Series B Preferred Stock is required to be adjusted as provided in this
paragraph 6, the Corporation shall forthwith compute the adjusted number of
shares to be so issued and prepare a certificate setting forth such adjusted
conversion amount and the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Transfer Agent for the Series B
Preferred Stock and the Common Stock; and the Corporation shall mail to each
Holder notice of such adjusted conversion price.

                                       6
<Page>

     (g) In case at any time the Corporation shall propose:

          (i) to pay any dividend or distribution payable in shares upon its
     Common Stock or make any distribution (other than cash dividends) to the
     holders of its Common Stock; or

          (ii) to offer for subscription any additional shares of any class or
     any other rights (except offerings made in connection with strategic
     business transactions or joint ventures with the Company) at a price less
     than the then closing price of such shares as such price is quoted on a
     Principal Market on the date of such issuance; or

          (iii) any capital reorganization or reclassification of its shares or
     the merger of the Corporation with another corporation (other than a merger
     in which the Corporation is the surviving or continuing corporation and
     which does not result in any reclassification, conversion, or change of the
     outstanding shares of Common Stock); or

          (iv) the voluntary dissolution, liquidation or winding-up of the
     Corporation;

then, and in any one or more of said cases, the Corporation shall cause at least
fifteen (15) days prior notice of the date on which (A) the books of the
Corporation shall close or a record be taken for such stock dividend,
distribution, or subscription rights, or (B) such capital reorganization,
reclassification, merger, dissolution, liquidation or winding-up shall take
place, as the case may be, to be mailed to the Transfer Agent for the Series B
Preferred Stock, if any, and for the Common Stock and to the Holder.

     If the Corporation issues any additional shares pursuant to Section
6(g)(ii) above then, and thereafter successively upon each such issue, the Fixed
Conversion Price shall be adjusted by multiplying the then applicable Fixed
Conversion Price by the following fraction:

                      A + B
     ----------------------------------------
          (A + B) + [((C - D) x B) / C]

            A = Actual shares outstanding prior to such offering

            B =  Actual shares sold in the offering

            C = Closing market price of the Company's common stock on the date
                of such offering

            D = Offering price

                                       7
<Page>

     (h) So long as any shares of Series B Preferred Stock shall remain
outstanding and the Holder thereof shall have the right to convert the same in
accordance with provisions of this paragraph 6 the Corporation shall at all
times reserve from the authorized and unissued shares of its Common Stock a
sufficient number of shares to provide for such conversions.

     (i) The term Common Stock as used in this paragraph 6 shall mean the $.10
par value Common Stock of the Corporation as such stock is constituted at the
date of issuance thereof or as it may from time to time be changed or shares of
stock of any class of other securities and/or property into which the shares of
Series B Preferred Stock shall at any time become convertible pursuant to the
provisions of this paragraph 6.

     (j) The Corporation shall pay the amount of any and all issue taxes (but
not income taxes) which may be imposed in respect of any issue or delivery of
stock upon the conversion of any shares of Series B Preferred Stock, but all
transfer taxes and income taxes that may be payable in respect of any change of
ownership of Series B Preferred Stock or any rights represented thereby or of
stock receivable upon conversion thereof shall be paid by the person or persons
surrendering such stock for conversion.

     (k) OVERALL LIMIT ON COMMON STOCK ISSUABLE. For so long as the Corporation
is subject to the rules of the American Stock Exchange, or other similar
exchange, the number of shares of Common Stock issuable by the Corporation and
acquirable by a holder hereunder, shall not exceed 19.9% of the issued and
outstanding shares of Common Stock of the Corporation (the "MAXIMUM COMMON STOCK
ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum
Common Stock Issuance shall first be approved by the Corporation's stockholders.
If at any point in time and from time to time (each, a "TRIGGER DATE") the
number of shares of Common Stock issued pursuant to conversion of the Series B
Preferred Stock, together with the number of shares of Common Stock that would
then be issuable by the Corporation in the event of the conversion of the entire
Stated Value, would exceed the Maximum Common Stock Issuance but for this
Section, then the Corporation shall, at the Corporation's election, either (a)
promptly call a shareholders meeting to obtain shareholder approval for the
issuance of the shares of Common Stock hereunder in excess of the Maximum Common
Stock Issuance, which such shareholder approval shall be obtained within 60 days
of the Trigger Date, or (b) purchase from the Holder such Stated Value of the
Series B Preferred Stock plus accrued dividends which cannot be converted due to
such Maximum Common Stock Issuance limitation at the conversion price then in
effect, which such payment shall be paid within five (5) business days after a
Trigger Date if this clause (b) is elected, or, if clause (a) is elected, five
(5) business days following the Corporation's failure to so obtain shareholder
approval, as the case may be. The Corporation shall make such election within
three (3) business days following the Trigger Date by giving written notice to
the Holder.

     7. MANDATORY CONVERSION. Except as set forth in Section 4 hereof, the
shares of Series B Preferred Stock and dividends may not be converted without
the consent of the Holder.

     8. VOTING RIGHTS. The shares of Series B Preferred Stock shall not have
voting rights.

                                       8
<Page>

     9. EVENT OF DEFAULT. In the event that any of the following events shall
occur, and shall not be cured within 30 days of written notice from the Holder
to the Corporation (except with respect to Section 9.1 and 9.8 below, for which
the cure period shall be as set forth therein) (each occurrence being a "DEFAULT
NOTICE PERIOD") or waived in writing by the Holder (such circumstance being an
"EVENT OF DEFAULT"), for so long as the Event of Default is continuing the
dividend rate of 5% described in Section 3 above to become 15% and the Holder
shall have the right to elect to have the Corporation redeem the Series B
Preferred Stock. Any such redemption shall be effected by the prompt payment to
the Holder by the Corporation of a sum of money equal to 130% of the outstanding
Stated Value of the shares of Series B Preferred Stock, plus accrued and unpaid
dividends.

          9.1. FAILURE TO MAKE PAYMENT. The Corporation fails to pay any payment
     required to be paid pursuant to the terms of hereof or the failure to
     timely pay any other sum of money due to the Holder from the Corporation
     and such failure continues for a period of five (5) business days after
     written notice to the Corporation from the Holder.

          9.2. BREACH OF COVENANT. The Corporation breaches any of the covenants
     in Sections 6.2, 6.5, 6.12, 6.13, 9.1, 9.2, 9.4 or 10 of the Purchase
     Agreement in any material respect except that (i) a breach of Section 9.1
     of the Purchase Agreement shall not be deemed to have occurred provided the
     Corporation has filed a registration statement by the Filing Date (as
     defined in the Purchase Agreement) and responds within a reasonable time
     frame to any SEC comment letters with respect to such registration
     statement.

          9.3. BREACH OF REPRESENTATIONS AND WARRANTIES. Any representation or
     warranty of the Corporation made in Section 4 of the Purchase Agreement
     shall be false or misleading except for any such breach which does not have
     a material adverse effect on the business or financial condition of the
     Corporation, taken as a whole.

          9.4. RECEIVER OR TRUSTEE. The Corporation shall make an assignment for
     the benefit of creditors, or apply for or consent to the appointment of a
     receiver or trustee for it or for a substantial part of its property or
     business; or such a receiver or trustee shall otherwise be appointed.

          9.5. BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation
     proceedings or other proceedings or relief under any bankruptcy law or any
     law for the relief of debtors shall be instituted by or against the
     Corporation.

          9.6. DELISTING. Delisting of the Common Stock from the every Principal
     Market or such other principal exchange on which the Common Stock is listed
     for trading.

          9.7. STOP TRADE. An SEC stop trade order or Principal Market trading
     suspension of more than three consecutive trading days.

          9.8. FAILURE TO DELIVER COMMON STOCK. The Corporation's failure to
     timely deliver Common Stock to the Holder pursuant to and in the form
     required hereof

                                       9
<Page>
     and Section 8 of the Purchase Agreement and continues for five (5) business
     days after receipt of notice of conversion.

     10. MANDATORY REDEMPTION. The Corporation shall redeem the shares of Series
B Preferred Stock, including accrued but unpaid dividends thereon, no later than
18 months from the date hereof.

     11. STATUS OF CONVERTED OR REDEEMED STOCK. In case any shares of Series B
Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the
shares so redeemed, converted, or reacquired shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series B Preferred Stock.

                                       10
<Page>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To Be Executed By the Registered Holder in Order to Convert the Series B
Convertible Preferred Stock of Implant Sciences Corporation)

     The undersigned hereby irrevocably elects to convert $______________ of the
Stated Value of the above Series B Convertible Preferred Stock and
$_____________ of the dividend due, into shares of Common Stock of Implant
Sciences Corporation (the "Corporation") according to the conditions hereof, as
of the date written below.

Conversion Date:
                 ---------------------------------------------------------------

Fixed Conversion Price per share:
                                  ----------------------------------------------



Number of Common Stock issuable upon this conversion:



Signature:
           ---------------------------------------------------------------------

Print Name:
            --------------------------------------------------------------------

Address:
         -----------------------------------------------------------------------


Deliveries pursuant to this notice of conversion should be made to:


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


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<Page>

SIGNED UNDER THE PENALTIES OF PERJURY, this __ day of August in the year 2003.

/s/ Anthony J. Armini_____________________, President

/s/ Stephen N. Bunker_____________________, Clerk




                                       2
<Page>
                        THE COMMONWEALTH OF MASSACHUSETTS


                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK
                    (General Laws, Chapter 156B, Section 26)

                  I hereby approve the within certificate and, the filing fee in
                  the amount of $_________ having been paid, said certificate is
                  hereby filed this

                              day of August, 2003.

                  Effective Date: __________________________

                             WILLIAM FRANCIS GALVIN
                               Secretary of State




                         TO BE FILLED IN BY CORPORATION
                      PHOTO COPY OF CERTIFICATE TO BE SENT

                  TO:
                           Ellenoff Grossman & Schole LLP
                           370 Lexington Ave.
                           New York, New York 10017
                           Fax: (212) 370 - 7889
                           Attention: Barry Grossman, Esq.