EXHIBIT 4.4


                          See Legend(s) on Reverse Side

                          COMMONWEALTH OF MASSACHUSETTS

-----------                                                          -----------
No. xx                                                               xxxx Shares
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                          IMPLANT SCIENCES CORPORATION

              Series A 7% Cumulative Convertible Preferred Stock


THIS CERTIFIES THAT                  SPECIMEN                 is the owner of
                    -----------------------------------------
                 xxxxxxxxxxxxxxx                  Shares of the Capital Stock of
--------------------------------------------------
                          IMPLANT SCIENCES CORPORATION

                                    PREFERRED
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.

ON  WITNESS  WHEREOF,  the  said  Corporation  has caused this Certificate to be
signed  by  its  duly  authorized officers and its Corporate Seal to be hereunto
affixed
this         xx           day of         xxx      A.D. 20 xxx
    ----------------------      ------------------       ----


-----------------------------------         -----------------------------------
President                                   Treasurer


                          SHARES [$.01 Par Value] EACH


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THESE SHARES OF PREFERRED STOCK AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THE  PREFERRED  STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED, OR, IF APPLICABLE, STATE SECURITIES LAWS. THESE SHARES OF PREFERRED
STOCK  AND  THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE PREFERRED STOCK MAY
NOT  BE  SOLD,  OFFERED  FOR  SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  AS  TO  THE  PREFERRED STOCK OR COMMON STOCK
ISSUABLE  UPON CONVERSION OF PREFERRED STOCK UNDER SAID ACT AND APPLICABLE STATE
SECURITIES  LAWS  OR  AN  OPINION  OF COUNSEL REASONABLY SATISFACTORY TO IMPLANT
SCIENCES  CORPORATION  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

THE  CORPORATION  IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE  POWERS,  DESIGNATIONS,  PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR
OTHER  SPECIAL  RIGHTS,  AND  THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OF STOCK OR SERIES OF ANY CLASS ARE
SET  FORTH  IN  THE ARTICLES OF ORGANIZATION OF THE CORPORATION. THE CORPORATION
WILL  FURNISH  A  COPY OF THE ARTICLES OF ORGANIZATION OF THE CORPORATION TO THE
HOLDER  OF  THIS  CERTIFICATE  WITHOUT  CHARGE  UPON  REQUEST.


                                  CERTIFICATE

                                      FOR

                                      xxxxx

                                     SHARES

                                     OF THE

                                  CAPITAL STOCK

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



                          IMPLANT SCIENCES CORPORATION
                             Series A 7% Cumulative
                          Convertible Preferred Stock



                          -----------------------------
                                    ISSUED TO

                                      xxxxx


                                      Date

                                      xxxxx


     For Value Received      hereby sell, assign and transfer unto
                                                                  --------------
                                                                          Shares
-------------------------------------------------------------------------
of  the  Capital  Stock  represented  by  the  within Certificate, and do hereby
irrevocably constitute and appoint
                                  ----------------------------------------------
Attorney to transfer the said Stock on the books of the within named Corporation
with full power of substitution in the premises.

     Dated                      , 20
          ----------------------    ----

     In the presence of


NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAMES AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE,  IN  EVERY  PARTICULAR,  WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.


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