EXHIBIT
10.2
PROMISSORY
NOTE
$3,000,000 September 4, 2009
FOR VALUE RECEIVED , the undersigned, IMPLANT SCIENCES
CORPORATION , a Massachusetts corporation (“
Borrower ”), promises to pay to the order of DMRJ
GROUP, LLC (“ Lender ”), at the place and
times provided in the Credit Agreement referred to below, the
principal sum of $3,000,000 or, if less, the unpaid principal
amount of all Advances made by Lender, in its sole discretion, from
time to time pursuant to that certain Credit Agreement, dated the
date hereof (as amended, supplemented, modified or restated from
time to time, the “ Credit Agreement ”) among
the Borrower, the Guarantors and Lender. Borrower also
promises to pay interest on the unpaid outstanding principal amount
from the date hereof until this note (the “ Note
”) is paid in full calculated in the manner and payable at
the times and at the rates as are, from time to time, applicable
pursuant to and in accordance with the Credit
Agreement. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit
Agreement.
Borrower acknowledges and agrees that the
facility is not a committed credit facility and the advances under
the facility, if any, shall be made by Lender in its sole
discretion. Lender shall have the right to refuse to
make any advances at any time and for any reason without prior
notice to Borrower.
The unpaid principal amount of this Note from
time to time outstanding is subject to mandatory repayment from
time to time as provided in the Credit Agreement and shall bear
interest as provided in Article II of the Credit
Agreement. This Note may not be voluntarily prepaid
except as provided in the Credit Agreement. All payments
of principal and interest on this Note shall be payable in lawful
currency of the United States of America in immediately available
funds to account or place as Lender shall direct from time to time
by notice to the Company.
This Note is entitled to the benefits of, and
evidences Obligations incurred under, the Credit Agreement, to
which reference is m
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