Exhibit 10.3**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(herein “Agreement”) is entered into September 21, 2006, by andbetween JMAR Technologies, Inc. (“JMAR”) and C. Neil Beer (“Executive”).Recitals     **WHEREAS**, JMAR desires to expand its advanced photonics and x-ray technologies to create highvalue products for research, defense, and commercial industrial markets, with strong emphasis onsub-micron system technology;     **WHEREAS**, JMAR hired Executive in April, 2006 and desires now to enter into an EmploymentAgreement with Executive; and**WHEREAS**, Executive desires to enter into an Employment Agreement with JMAR;     **NOW, THEREFORE**, JMAR and Executive agree as follows:1. Employment/Title/Responsibilities. The Company hereby employs Executive, andExecutive hereby accepts such employment as President and Chief Executive Officer of theCompany. Executive shall do and perform such other services, acts or things as shall berequired of him from time to time by the Company, and shall comply with the directives,policies, procedures and requirements issued or established from time to time by the Company.Executive shall at all times during his employment by the Company (unless otherwise agreed inwriting by the Company) devote his entire productive time, energies, ability and attention tothe business of the Company and perform faithfully and diligently such duties andresponsibilities to the best of his abilities; provided, however, that Executive shall beentitled to vacation time and time off for sickness and disability in accordance with thepolicies of the Company in effect from time to time. Executive shall initially accruevacation at the rate of four weeks per annum. After reaching five years of service, Executiveshall accrue one additional day of vacation for each additional year of service up to amaximum of five weeks per year. 2. Compensation/Benefits.2.1 As compensation for the services provided by Executive under this Agreement, JMAR willpay him an annual salary of $250,000 (base pay), payable in accordance with JMAR’s usualpayroll procedures. Executive’s base pay shall be reviewed at least annually by the Board,and in the Board’s sole discretion, may be increased at any time.2.2 Executive shall have the right to participate in such pension, profit sharing, bonus,group insurance or similar employee benefit plans established by the Company for the benefitof senior management of the Company, for so long as
 

 
any such plan is maintained in effect for the benefit of such class, with Executive’sparticipation or share therein being determined by the provisions and requirements of therespective plan. A summary of the Company’s benefits plans has been provided to Executive.2.3 All payments from the Company to Executive pursuant to this Agreement, including salaryor other amounts paid pursuant to Sections 2.1 above or otherwise, shall be subject to suchpayroll tax, withholding, social security and other deductions as may be required by anyFederal, state or local law, rule or regulation, which the Company may reasonably deem to beapplicable thereto.2.4 The Company shall pay or reimburse Executive for all reasonable expenses incurred byExecutive on the business of the Company and for the promotion of its business, providedsuch expenses are pre-approved in writing by the Company or are consistent with the writtenpolicies and guidelines approved by the Company and in effect from time to time.2.5 The Company shall pay or reimburse Executive for all reasonable and allowable expensesincurred by the Executive in relocating him and his family from Colorado Springs, CO to SanDiego, CA. These expenses include the cost of commissions, fees, escrow and closing costsinvolved with the purchase of a residence in the San Diego area, and transport ofautomobiles, household goods, and travel. In addition, in the event that the Executive’sColorado residence does not sell in a timely manner, in order to expedite the Executive’spurchase of a residence in San Diego and to further facilitate the performance ofExecutive’s duties, the Compensation Committee of the Board of Directors of the Companyauthorizes the payment of $65,000 in additional compensation to Executive to defray theadditional living costs and associated expenses of maintaining two houses.2.6 Beginning October 12, 2006, Executive will be eligible for an annual bonus based uponachievement of reasonable goals specified by the Board.3. Initial Stock Option Grant. In connection with the commencement of Executive’semployment in April, 2006, JMAR granted him Non-Qualified Stock Options (NQSO’s) to purchase300,000 shares of JMAR common stock. The terms of those options are contained in JMAR’sstandard stock option agreement executed with Executive. The Board will review Executive’sperformance from time-to-time to consider further grant of options.4. Employment at Will; Salary Continuation Payments.4.1 Executive and the Company understand and agree that Executive’s employment will be“at-will” and may be terminated at any time, for any reason, with or without cause, byeither Executive or JMAR. Executive and the Company understand and agree that nothing in theCompany’s Employment Handbooks or the Company’s other policies is intended to be, andnothing in them should be construed to be, a limitation on the right to terminate theemployment relationship at any time for any reason.
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4.2 Section 4 of this Agreement contains the entire agreement between the parties as to theterm and duration of the employment. It supersedes any and all other agreements, eitheroral or in writing between the parties hereto with respect to Executive’s term of employmentand the termination thereof. Each party to this Agreement acknowledges that norepresentations, inducements, promises, or agreements, oral or otherwise, have been made byany party, or anyone acting on behalf of any party, which are not embodied herein, andacknowledges that no other agreement, statement, or promise not contained in this Agreementshall be valid or binding. Section 4 of this Agreement may not be modified or amended byoral agreement, or course of conduct, but only by an agreement in writing signed by anofficer of the Company and Executive.4.3 In the event Executive’s employment terminates for any reason other than death,disability, a termination upon a Change of Control, a voluntary termination not for GoodReason, or a termination for Cause, Executive shall receive six (6) monthly payments eachequal in amount to one-twelfth of the sum of the full amount of his then Base Salary, minusstandard withholdings and deductions.4.4 In the event of Executive’s termination upon a Change of Control, Executive shall,within seven (7) days of such termination, receive one lump sum payment equivalent to twelve(12) months of his then Base Salary, minus standard withholdings and deductions.5. Confidential Information. Concurrently herewith, Executive shall enter into anEmployee Confidentiality and Inventions Agreement with JMAR in the form provided to Executive. 6. No Violation of Other Contracts. Executive represents and warrants that theexecution, delivery and performance of this Agreement by Executive does not and will notresult in a breach of or violation of, or constitute a default under, any agreement to whichExecutive is a party or by which Executive is bound. 7. No Conflicts of Interest. Executive does not now, and during the term of hisemployment, will not have any financial interest, whether by stock ownership or otherwise, inany entity which is a supplier, customer or competitor of the Company; provided, however, thatthe foregoing shall not prohibit the ownership of securities of corporations which are listedon a national securities exchange or traded in the national over-the-counter market in anamount which shall not exceed 1% of the outstanding shares of any such corporation. 8. Compliance with JMAR’s Rules. Executive agrees to comply with all of the rules,regulations and standard practices of JMAR as in effect from time to time. JMAR will provideExecutive with all such current rules, regulations and standard practices and all futureupdates.
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9. Definitions9.1 Good Reason: For purposes of this Agreement, “Good Reason” means that any ofthe following are undertaken without Executive’s express written consent: (a) the assignmentto Executive of any duties or responsibilities which result in any diminution or adversechange of Executive’s position, status or circumstances of employment; (b) a reduction bythe Company in Executive’s Base Salary; (c) the taking of any action by the Company whichwould adversely affect Executive’s participation in, or reduce Executive’s benefits under,the Company’s benefit plans (including equity benefits) as of the time this Agreement isexecuted, except to the extent the benefits of all other executive officers of the Companyare similarly reduced; (d) a relocation of Executive’s principal office to a locationoutside of San Diego County, California; (e) any breach by the Company of any materialprovision of this Agreement; or (f) any failure by the Company to obtain the assumption ofthis Agreement by any successor or assign of the Company.9.2 Cause: For the purposes of this Agreement, “Cause” means: (i) an intentionalaction or intentional failure to act by Executive which was performed in bad faith and tothe material detriment of the Company; (ii) Executive intentionally refuses or intentionallyfails to act in accordance with any lawful and proper direction or order of the Board; (iii)Executive willfully and habitually neglects the duties of employment; or (iv) Executiveviolates Sections 5, 7, 8 of this Agreement; provided, however, that in the event that anyof the foregoing events under clauses (i), (ii), (iii), (iv) above is capable of beingcured, the Company shall provide written notice to Executive describing the nature of suchevent and Executive shall thereafter have ten (10) business days to cure such event.9.3 Change of Control: For purposes of this Agreement, a Change of Control means:(a) any sale, merger, consolidation, tender offer or similar acquisition of shares, as aresult of which at least a majority of the voting power of the Company is not held, directlyor indirectly, by the persons or entities who held the Company’s securities with votingpower before such transaction, or (b) a sale or other disposition of all or a substantialpart of the Company’s assets.10. General Provisions.10.1 Assignment. Neither the rights nor obligations under this Agreement may beassigned, transferred, pledged or hypothecated by any party hereto, except that thisAgreement shall be binding upon and inure to the benefit of any successor of JMAR.10.2 Notices. Any notice required or permitted to be given under this Agreementshall be deemed to have been duly given if in writing and if personally delivered or sent byregistered or certified mail, return receipt requested, with postage prepaid:
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if to JMAR:JMAR Technologies, Inc.