**Exhibit 10.3****REGISTRATION RIGHTS AGREEMENT**This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11,2007 by and between JMAR Technologies, Inc., a Delaware corporation (the “Company”), and LaurusMaster Fund, Ltd. (the “Purchaser”).This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the datehereof, by and among the Purchaser, the Company (as amended, modified or supplemented from time totime, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.The Company and the Purchaser hereby agree as follows:1. **Definitions**. Capitalized terms used and not otherwise defined herein that are defined inthe Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As usedin this Agreement, the following terms shall have the following meanings:*“Commission”*means the Securities and Exchange Commission.*“Common Stock”*means shares of the Company’s common stock, par value no par value per share.*“Effectiveness Date”*means, (i) with respect to the Registration Statement required to befiled in connection with the Warrants issued on the date hereof, a date no later than ninety (90)days following such Filing Date and (ii) with respect to each additional Registration Statementrequired to be filed hereunder (if any), a date no later than thirty (30) days following theapplicable Filing Date.*“Effectiveness Period”*has the meaning set forth in Section 2(a).*“Exchange Act”*means the Securities Exchange Act of 1934, as amended, and any successorstatute.*“Filing Date”*means, with respect to (1) the Registration Statement required to be filed inconnection with the shares of Common Stock issuable to the Holder upon exercise of a Warrant, thedate which is six months after the issuance of such Warrant, and (2) the Registration Statementrequired to be filed in connection with the shares of Common Stock issuable to the Holder as aresult of adjustments to the Exercise Price made pursuant to Section 4 of the Warrant or otherwise,thirty (30) days after the occurrence of such event or the date of the adjustment of the ExercisePrice.*“Holder”*or *“Holders”*means the Purchaser or any of its affiliates or transferees to theextent any of them hold Registrable Securities, other then those purchasing Registrable Securitiesin a market transaction.*“Indemnified Party”*has the meaning set forth in Section 5(c).
 
 

 
*“Indemnifying Party”*has the meaning set forth in Section 5(c).*“Proceeding”*means an action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition), whether commenced orthreatened.*“Prospectus”*means the prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted from a prospectus filedas part of an effective registration statement in reliance upon Rule 430A promulgated under theSecurities Act), as amended or supplemented by any prospectus supplement, with respect to the termsof the offering of any portion of the Registrable Securities covered by such RegistrationStatement, and all other amendments and supplements to the Prospectus, including post-effectiveamendments, and all material incorporated by reference or deemed to be incorporated by reference insuch Prospectus.*“Purchase Agreement”*has the meaning given to such term in the Preamble hereto.*“Registrable Securities”*means the shares of Common Stock issuable upon exercise of theWarrants.*“Registration Statement”*means each registration statement required to be filed hereunder,including the Prospectus therein, amendments and supplements to such registration statement orProspectus, including pre- and post-effective amendments, all exhibits thereto, and all materialincorporated by reference or deemed to be incorporated by reference in such registration statement.*“Rule 144”*means Rule 144 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.*“Rule 415”*means Rule 415 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.*“Securities Act”*means the Securities Act of 1933, as amended, and any successor statute.*“Trading Market”*means any of the NASD Over The Counter Bulletin Board, NASDAQ Capital Market,the NASDAQ National Markets System, the American Stock Exchange or the New York Stock Exchange*“Warrants”*means the Common Stock purchase warrants issued in connection with the PurchaseAgreement, whether on the date thereof or thereafter.
 
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2. **Registration**.(a) On or prior to each Filing Date, the Company shall prepare and file with the Commission aRegistration Statement covering the Registrable Securities for a selling stockholder resaleoffering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shallbe on Form S-3 (except if the Company is not then eligible to register for resale the RegistrableSecurities on Form S-3, in which case such registration shall be on another appropriate form inaccordance herewith). The Company shall cause each Registration Statement to become effective andremain effective as provided herein. The Company shall use its reasonable commercial efforts tocause each Registration Statement to be declared effective under the Securities Act as promptly aspossible after the filing thereof, but in any event no later than the Effectiveness Date. TheCompany shall use its reasonable commercial efforts to keep each Registration Statementcontinuously effective under the Securities Act until the date which is the earlier date of when(i) all Registrable Securities covered by such Registration Statement have been sold or (ii) allRegistrable Securities covered by such Registration Statement may be sold immediately withoutregistration under the Securities Act and without volume restrictions pursuant to Rule 144(k), asdetermined by the counsel to the Company pursuant to a written opinion letter to such effect,addressed and acceptable to the Company’s transfer agent and the affected Holders (each, an“Effectiveness Period”).(b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) theRegistration Statement is not declared effective by the Commission by the Effectiveness Date; (iii)after the Registration Statement is filed with and declared effective by the Commission, theRegistration Statement ceases to be effective (by suspension or otherwise) as to all RegistrableSecurities to which it is required to relate at any time prior to the expiration of theEffectiveness Period (without being succeeded immediately by an additional registration statementfiled and declared effective) for a period of time which shall exceed 30 days in the aggregate peryear or more than 20 consecutive calendar days (defined as a period of 365 days commencing on thedate the Registration Statement is declared effective); or (iv) the Common Stock is not listed orquoted, or is suspended from trading on any Trading Market for a period of three (3) consecutiveTrading Days (provided the Company shall not have been able to cure such trading suspension within30 days of the notice thereof or list the Common Stock on another Trading Market); (any suchfailure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the dateon which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date onwhich such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then untilthe applicable Event is cured, the Company shall pay to each Holder an amount in cash, asliquidated damages and not as a penalty, equal to1.0% for each thirty (30) day period (prorated forpartial periods) on a daily basis of the original principal amount of the Note. While such Eventcontinues, such liquidated damages shall be paid not less often than each thirty (30) days. Anyunpaid liquidated damages as of the date when an Event has been cured by the Company shall be paidwithin three (3) days following the date on which such Event has been cured by the Company.
 
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(c) Within three business days of the Effectiveness Date, the Company shall cause its counselto issue a blanket opinion in the form attached hereto as Exhibit A, to thetransfer agent stating that the shares are subject to an effective registration statement andcan be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmationby the Purchaser that it has complied with the prospectus delivery requirements, provided that theCompany has not advised the transfer agent orally or in writing that the opinion has beenwithdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to thePurchaser within the time frame set forth above.3. **Registration Procedures**. If and whenever the Company is required by the provisions hereofto effect the registration of any Registrable Securities under the Securities Act, the Companywill, as expeditiously as possible:(a) prepare and file with the Commission a Registration Statement with respect to suchRegistrable Securities, respond as promptly as possible to any comments received from theCommission, and use its best efforts to cause such Registration Statement to become and remaineffective for the Effectiveness Period with respect thereto, and promptly provide to the Purchasercopies of all filings and Commission letters of comment relating thereto;(b) prepare and file with the Commission such amendments and supplements to such RegistrationStatement and the Prospectus used in connection therewith as may be necessary to comply with theprovisions of the Securities Act with respect to the disposition of all Registrable Securitiescovered by such Registration Statement and to keep such Registration Statement effective until theexpiration of the Effectiveness Period applicable to such Registration Statement;(c) furnish to the Purchaser such number of copies of the Registration Statement and theProspectus included therein (including each preliminary Prospectus) as the Purchaser reasonably mayrequest to facilitate the public sale or disposition of the Registrable Securities covered by suchRegistration Statement;(d) use its best efforts to register or qualify the Purchaser’s Registrable Securities coveredby such Registration Statement under the securities or “blue sky” laws of such jurisdictions withinthe United States as the Purchaser may reasonably request, provided, however, that the Companyshall not for any such purpose be required to qualify generally to transact business as a foreigncorporation in any jurisdiction where it is not so qualified or to consent to general service ofprocess in any such jurisdiction;(e) list the Registrable Securities covered by such Registration Statement with any securitiesexchange on which the Common Stock of the Company is then listed;(f) immediately notify the Purchaser at any time when a Prospectus relating thereto isrequired to be delivered under the Securities Act, of the happening of any event of which theCompany has knowledge as a result of which the Prospectus contained in such Registration Statement,as then in effect, includes an untrue statement of a material fact or omits to state a materialfact required to be stated therein or necessary to make the statements therein not misleading inlight of the circumstances then existing; and
 
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(g) make available for inspection by the Purchaser and any attorney, accountant or other agentretained by the Purchaser, all publicly available, non-confidentialfinancial and other records, pertinent corporate documents and properties of the Company, andcause the Company’s officers, directors and employees to supply all publicly available,non-confidential information reasonably requested by the attorney, accountant or agent of thePurchaser.4. **Registration Expenses**. All expenses relating to the Company’s compliance with Sections 2and 3 hereof, including, without limitation, all registration and filing fees, printing expenses,fees and disbursements of counsel and independent public accountants for the Company, fees andexpenses (including reasonable counsel fees) incurred in connection with complying with statesecurities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents andregistrars, fees of, and disbursements incurred by, one counsel for the Holders are called“Registration Expenses”. All selling commissions applicable to the sale of Registrable Securities,including any fees and disbursements of any special counsel to the Holders beyond those included inRegistration Expenses, are called “Selling Expenses.” The Company shall only be responsible forall Registration Expenses.5. **Indemnification**.(a) In the event of a registration of any Registrable Securities under the Securities Actpursuant to this Agreement, the Company will indemnify and hold harmless each Holder, and itsofficers, directors and each other person, if any, who controls such Holder within the meaning ofthe Securities Act, against any losses, claims, damages or liabilities, joint or several, to whichsuch Holder, or such persons may become subject under the Securities Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions in respect thereof) arise out of or arebased upon any untrue statement or alleged untrue statement of any material fact contained in anyRegistration Statement under which such Registrable Securities were registered under the SecuritiesAct pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein,or any amendment or supplement thereof, or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be stated therein or necessary to make thestatements therein not misleading, and will reimburse such Holder, and each such person for anyreasonable legal or other expenses incurred by them in connection with investigating or defendingany such loss, claim, damage, liability or action; provided, however, that theCompany will not be liable in any such case if and to the extent that any such loss, claim, damageor liability arises out of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission so made in conformity with information furnished by or on behalf ofthe Purchaser or any such person in writing specifically for use in any such document.(b) In the event of a registration of the Registrable Securities under the Securities Actpursuant to this Agreement, the Purchaser will indemnify and hold harmless the Company, and itsofficers, directors and each other person, if any, who controls the Company within the meaning ofthe Securities Act, against all losses, claims, damages or liabilities, joint or several, to whichthe Company or such persons may become subject under the Securities Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions in respect thereof) arise out of or arebased upon any untrue statement or alleged untrue statement of any material fact which wasfurnished in writing by the Purchaser to the Company expressly for use in (and such information iscontained in) the Registration Statement under which such Registrable
 
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Securities were registered under the Securities Act pursuant to this Agreement, anypreliminary Prospectus or final Prospectus contained therein, or any amendment or supplementthereof, or arise out of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statements therein notmisleading, and will reimburse the Company and each such person for any reasonable legal or otherexpenses incurred by them in connection with investigating or defending any such loss, claim,damage, liability or action, provided, however, that the Purchaser will be liablein any such case if and only to the extent that any such loss, claim, damage or liability arisesout of or is based upon an untrue statement or alleged untrue statement or omission or allegedomission so made in conformity with information furnished in writing to the Company by or on behalfof the Purchaser specifically for use in any such document. Notwithstanding the provisions of thisparagraph, the Purchaser shall not be required to indemnify any person or entity in excess of theamount of the aggregate net proceeds received by the Purchaser in respect of Registrable Securitiesin connection with any such registration under the Securities Act.(c) Promptly after receipt by a party entitled to claim indemnification hereunder (an“Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, ifa claim for indemnification in respect thereof is to be made against a party hereto obligated toindemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party inwriting thereof, but the omission so to notify the Indemnifying Party shall not relieve it from anyliability which it may have to such Indemnified Party other than under this Section 5(c) and shallonly relieve it from any liability which it may have to such Indemnified Party under this Section5(c) if and to the extent the Indemnifying Party is prejudiced by such omission. In case any suchaction shall be brought against any Indemnified Party and it shall notify the Indemnifying Party ofthe commencement thereof, the Indemnifying Party shall be entitled to participate in and, to theextent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to suchIndemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of itselection so to assume and undertake the defense thereof, the Indemnifying Party shall not be liableto such Indemnified Party under this Section 5(c) for any legal expenses subsequently incurred bysuch Indemnified Party in connection with the defense thereof; if the Indemnified Party retains itsown counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel,provided, however, that, if the defendants in any such action include both theIndemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonablyconcluded that there may be reasonable defenses available to it which are different from oradditional to those available to the Indemnifying Party or if the interests of the IndemnifiedParty reasonably may be deemed to conflict with the interests of the Indemnifying Party, theIndemnified Party shall have the right to select one separate counsel and to assume such legaldefenses and otherwise to participate in the defense of such action, with the reasonable expensesand fees of such separate counsel and other expenses related to such participation to be reimbursedby the Indemnifying Party as incurred.(d) In order to provide for just and equitable contribution in the event of joint liabilityunder the Securities Act in any case in which either (i) the Purchaser, or any officer, director orcontrolling person of the Purchaser, makes a claim for indemnification pursuant to this Section 5but it is judicially determined (by the entry of a final judgment or decree by a court of competentjurisdiction and the expiration of time to appeal or the denial of the last right of appeal) thatsuch indemnification may not be enforced in such case notwithstanding the fact that
 
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this Section 5 provides for indemnification in such case, or (ii) contribution under theSecurities Act may be required on the part of the Purchaser or such officer, director orcontrolling person of the Purchaser in circumstances for which indemnification is provided underthis Section 5; then, and in each such case, the Company and the Purchaser will contribute to theaggregate losses, claims, damages or liabilities to which they may be subject (after contributionfrom others) in such proportion so that the Purchaser is responsible only for the portionrepresented by the percentage that the public offering price of its securities offered by theRegistration Statement bears to the public offering price of all securities offered by suchRegistration Statement, provided, however, that, in any such case, (A) thePurchaser will not be required to contribute any amount in excess of the public offering price ofall such securities offered by it pursuant to such Registration Statement; and (B) no person orentity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) willbe entitled to contribution from any person or entity who was not guilty of such fraudulentmisrepresentation.6. **Representations and Warranties**.(a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and,except with respect to certain matters which the Company has disclosed to the Purchaser onSchedule 4.21 to the Purchase Agreement, the Company has timely filed all proxy statements,reports, schedules, forms, statements and other documents required to be filed by it under theExchange Act. The Company has filed its Annual Report on Form 10-K for its fiscal year endedDecember 31, 2006 (the “SEC Report”). The SEC Report was, at the time of its filing, insubstantial compliance with the requirements of its respective form and neither the SEC Report, northe financial statements (and the notes thereto) included in the SEC Report, as of its filing date,contained any untrue statement of a material fact or omitted to state a material fact required tobe stated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading. The financial statements of the Company included in the SECReport comply as to form in all material respects with applicable accounting requirements and thepublished rules and regulations of the Commission or other applicable rules and regulations withrespect thereto. Such financial statements have been prepared in accordance with generallyaccepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved(except (i) as may be otherwise indicated in such financial statements or the notes thereto) andfairly present in all material respects the financial condition, the results of operations and thecash flows of the Company and its subsidiaries, on a consolidated basis, as of, and for, theperiods presented in SEC Report.(b) The Common Stock is listed or quoted, as applicable, for trading on the NASD Over TheCounter Bulletin Board and satisfies all requirements for the continuation of such listing orquotation, as applicable, and the Company shall do all things necessary for the continuation ofsuch listing or quotation, as applicable. The Company has not received any notice that its CommonStock will be delisted from or no longer be quoted on, as applicable, the NASD Over The CounterBulletin Board (except for prior notices which have been fully remedied) or that the Common Stockdoes not meet all requirements for the continuation of such listing or quotation, as applicable.
 
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(c) Neither the Company, nor any of its affiliates, nor any person acting on its or theirbehalf, has directly or indirectly made any offers or sales of any security or solicited anyoffers to buy any security under circumstances that would cause the offering of the Securitiespursuant to the Purchase Agreement to be integrated with prior offerings by the Company forpurposes of the Securities Act which would prevent the Company from selling the Common Stockpursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholderapproval provisions, nor will the Company or any of its affiliates or subsidiaries take any actionor steps that would cause the offering of the Common Stock to be integrated with other offerings(other than such concurrent offering to the Purchaser).(d) The Warrants and the shares of Common Stock that the Purchaser may acquire pursuant to theWarrants are all restricted securities under the Securities Act as of the date of this Agreement.The Company will not issue any stop transfer order or other order impeding the sale and delivery ofany of the Registrable Securities at such time as such Registrable Securities are registered forpublic sale or an exemption from registration is available, except as required by federal or statesecurities laws.(e) The Company understands the nature of the Registrable Securities issuable upon theexercise of each Warrant and recognizes that the issuance of such Registrable Securities may have apotential dilutive effect. The Company specifically acknowledges that its obligation to issue theRegistrable Securities is binding upon the Company and enforceable regardless of the dilution suchissuance may have on the ownership interests of other shareholders of the Company.(f) Except for agreements made in the ordinary course of business, there is no agreement thathas not been filed with the Commission as an exhibit to a registration statement or to a formrequired to be filed by the Company under the Exchange Act, the breach of which could reasonably beexpected to have a material and adverse effect on the Company and its subsidiaries, or wouldprohibit or otherwise interfere with the ability of the Company to enter into and perform any ofits obligations under this Agreement in any material respect.(g) The Company will at all times have authorized and reserved a sufficient number of sharesof Common Stock for the full exercise of the Warrants.(h) The Company shall provide written notice to each Holder of (i) the occurrence of eachDiscontinuation Event (as defined below) and (ii) the declaration of effectiveness by the SEC ofeach Registration Statement required to be filed hereunder, in each case within one (1) businessday of the date of each such occurrence and/or declaration.7. **Miscellaneous**.(a) **Remedies**. In the event of a breach by the Company or by a Holder, of any of theirrespective obligations under this Agreement, each Holder or the Company, as the case may be, inaddition to being entitled to exercise all rights granted by law and under this Agreement,including recovery of damages, will be entitled to specific performance of its rights under thisAgreement.
 
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(b) **No Piggyback on Registrations**. Except as and to the extent set forth on Schedule 7(b)hereto, neither the Company nor any of its security holders (other than the Holders in suchcapacity pursuant hereto) may include securities of the Company in any RegistrationStatement other than the Registrable Securities, and the Company shall not after the datehereof enter into any agreement providing any such right for inclusion of shares in theRegistration Statement to any of its security holders. Except as and to the extent specified inSchedule 7(b) hereto, the Company has not previously entered into any agreement grantingany registration rights with respect to any of its securities to any person or entity that have notbeen fully satisfied.(c) **Compliance**. Each Holder covenants and agrees that it will comply with the prospectusdelivery requirements of the Securities Act as applicable to it in connection with sales ofRegistrable Securities pursuant to any Registration Statement.(d) **Discontinued Disposition**. Each Holder agrees by its acquisition of such RegistrableSecurities that, upon receipt of a notice from the Company of the occurrence of a DiscontinuationEvent (as defined below), such Holder will forthwith discontinue disposition of such RegistrableSecurities under the applicable Registration Statement until such Holder’s receipt of the copies ofthe supplemented Prospectus and/or amended Registration Statement or until it is advised in writing(the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, ineither case, has received copies of any additional or supplemental filings that are incorporated ordeemed to be incorporated by reference in such Prospectus or Registration Statement. The Companymay provide appropriate stop orders to enforce the provisions of this paragraph. For purposes ofthis Agreement, a “Discontinuation Event” shall mean (i) when the Commission notifies the Companywhether there will be a “review” of such Registration Statement and whenever the Commissioncomments in writing on such Registration Statement (the Company shall provide true and completecopies thereof and all written responses thereto to each of the Holders); (ii) any request by theCommission or any other Federal or state governmental authority for amendments or supplements tosuch Registration Statement or Prospectus or for additional information; (iii) the issuance by theCommission of any stop order suspending the effectiveness of such Registration Statement coveringany or all of the Registrable Securities or the initiation of any Proceedings for that purpose;(iv) the receipt by the Company of any notification with respect to the suspension of thequalification or exemption from qualification of any of the Registrable Securities for sale in anyjurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) theoccurrence of any event or passage of time that makes the financial statements included in suchRegistration Statement ineligible for inclusion therein or any statement made in such RegistrationStatement or Prospectus or any document incorporated or deemed to be incorporated therein byreference untrue in any material respect or that requires any revisions to such RegistrationStatement, Prospectus or other documents so that, in the case of such Registration Statement orProspectus, as the case may be, it will not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading.(e) **Piggy-Back Registrations**. If at any time during any Effectiveness Period there is not aneffective Registration Statement covering all of the Registrable Securities required to be coveredduring such Effectiveness Period and the Company shall determine to prepare and file with theCommission a registration statement relating to an offering for its own account or the account ofothers under the Securities Act of any of its equity securities, other than on
 
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Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalentsrelating to equity securities to be issued solely in connection with any acquisition of any entityor business or equity securities issuable in connection with stock option or other employee benefitplans, then the Company shall send to each Holder written notice of such determination and, ifwithin fifteen (15) days after receipt of such notice, any such Holder shall so request in writing,the Company shall include in such registration statement all or any part of such RegistrableSecurities such Holder requests to be registered, to the extent the Company may do so withoutviolating registration rights of others which exist as of the date of this Agreement, subject tocustomary underwriter cutbacks applicable to all holders of registration rights and subject toobtaining any required consent of any selling stockholder(s) to such inclusion under suchregistration statement.(f) **Amendments and Waivers**. The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given, unless the same shall be in writing and signed by theCompany and the Holders of the then outstanding Registrable Securities. Notwithstanding theforegoing, a waiver or consent to depart from the provisions hereof with respect to a matter thatrelates exclusively to the rights of certain Holders and that does not directly or indirectlyaffect the rights of other Holders may be given by Holders of at least a majority of theRegistrable Securities to which such waiver or consent relates; provided, however,that the provisions of this sentence may not be amended, modified, or supplemented except inaccordance with the provisions of the immediately preceding sentence.(g) **Notices**. Any notice or request hereunder may be given to the Company or the Purchaser atthe respective addresses set forth below or as may hereafter be specified in a notice designated asa change of address under this Section 7(g). Any notice or request hereunder shall be given byregistered or certified mail, return receipt requested, hand delivery, overnight mail, FederalExpress or other national overnight next day carrier (collectively, “Courier”) or telecopy(confirmed by mail). Notices and requests shall be, in the case of those by hand delivery, deemedto have been given when delivered to any party to whom it is addressed, in the case of those bymail or overnight mail, deemed to have been given three (3) business days after the date whendeposited in the mail or with the overnight mail carrier, in the case of a Courier, the nextbusiness day following timely delivery of the package with the Courier, and, in the case of atelecopy, when confirmed. The address for such notices and communications shall be as follows:   *If to the Company:* JMAR Technologies, Inc.  10905 Technology Place  San Diego, CA 92127Attention: Chief Financial Officer  Facsimile: 858-946-6857   *If to a Purchaser:* To the address set forth under such Purchasername on the signature pages hereto.   *If to any other Person who is*  *then the registered Holder:* To the address of such Holder as itappears in the stock transfer books of the Company
 
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or such other address as may be designated in writing hereafter in accordance with this Section7(g) by such Person.(h) **Successors and Assigns**. This Agreement shall inure to the benefit of and be binding uponthe successors and permitted assigns of each of the parties and shall inure to the benefit of eachHolder. The Company may not assign its rights or obligations hereunder without the prior writtenconsent of each Holder. Each Holder may assign their respective rights hereunder in the manner andto the persons and entities as permitted under the Purchase Agreement.(i) **Execution and Counterparts**. This Agreement may be executed in any number of counterparts,each of which when so executed shall be deemed to be an original and, all of which taken togethershall constitute one and the same agreement. In the event that any signature is delivered byfacsimile transmission, such signature shall create a valid binding obligation of the partyexecuting (or on whose behalf such signature is executed) the same with the same force and effectas if such facsimile signature were the original thereof.(j) **Governing Law, Jurisdiction and Waiver of Jury Trial**. THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TOCONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TheCompany hereby consents and agrees that the state or federal courts located in the County of NewYork, State of New York shall have exclusion jurisdiction to hear and determine any Proceedingbetween the Company, on the one hand, and the Purchaser, on the other hand, pertaining to thisAgreement or to any matter arising out of or related to this Agreement; provided, that thePurchaser and the Company acknowledge that any appeals from those courts may have to be heard by acourt located outside of the County of New York, State of New York, and furtherprovided, that nothing in this Agreement shall be deemed or operate to preclude thePurchaser from bringing a Proceeding in any other jurisdiction to collect the obligations, torealize on the Collateral or any other security for the obligations, or to enforce a judgment orother court order in favor of the Purchaser. The Company expressly submits and consents in advanceto such jurisdiction in any Proceeding commenced in any such court, and the Company hereby waivesany objection which it may have based upon lack of personal jurisdiction, improper venue orforum non conveniens. The Company hereby waives personal service of the summons, complaintand other process issued in any such Proceeding and agrees that service of such summons, complaintand other process may be made by registered or certified mail addressed to the Company at theaddress set forth in Section 7(g) and that service so made shall be deemed completed upon theearlier of the Company’s actual receipt thereof or three (3) days after deposit in the U.S. mails,proper postage prepaid. The parties hereto desire that their disputes be resolved by a judgeapplying such applicable laws. Therefore, to achieve the best combination of the benefits of thejudicial system and of arbitration, the parties hereto waive all rights to trial by jury in anyProceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise betweenthe Purchaser and/or the Company arising out of, connected with, related or incidental to therelationship established between then in connectionwith this Agreement. If either party hereto shall commence a Proceeding to enforce anyprovisions of this Agreement, the Purchase Agreement or any other Related Agreement, then theprevailing party in such Proceeding shall be reimbursed by the other party for its reasonableattorneys’ fees and other costs and expenses incurred with the investigation, preparation andprosecution of such Proceeding.
 
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(k) **Cumulative Remedies**. The remedies provided herein are cumulative and not exclusive of anyremedies provided by law.(l) **Severability**. If any term, provision, covenant or restriction of this Agreement is heldby a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainderof the terms, provisions, covenants and restrictions set forth herein shall remain in full forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shalluse their reasonable efforts to find and employ an alternative means to achieve the same orsubstantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties that theywould have executed the remaining terms, provisions, covenants and restrictions without includingany of such that may be hereafter declared invalid, illegal, void or unenforceable.(m) **Headings**. The headings in this Agreement are for convenience of reference only and shallnot limit or otherwise affect the meaning hereof.[Balance of page intentionally left blank; signature page follows]
 
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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of thedate first written above.     **JMAR TECHNOLOGIES, INC.**     By: /s/ C. NEIL BEER  Name: C. Neil Beer