AMENDMENT TO TRANSITION AGREEMENT

This instrument, dated as of November 4, 2008 (this “ Amendment ”), is an amendment to the Transition Agreement (the “ Agreement ”), dated as of September 27, 2007, between Implant Sciences Corporation (the “ Company ”) and Dr. Anthony Armini (“ Armini ”). Capitalized terms used in this Amendment without definition have the same meanings in this Amendment as in the Agreement.

WHEREAS, the Company and Armini have previously entered into the Agreement;

WHEREAS, the Company’s financial condition has deteriorated since the date of the Agreement and the Company wishes to reduce the remaining payments due to Armini under the Agreement;

WHEREAS, Armini wishes to agree to the reduction in the remaining payments proposed by the Company;

WHEREAS, as a founder of the Company and as the holder of a substantial amount of the Company’s capital stock, Armini believes that it is in his best interests that the Company use the amount of the reduced payments for working capital to fund its ongoing operations;  and

WHEREAS, the Company and Armini now desire to amend the Agreement as set forth in this Amendment;

NOW, THEREFORE, fo