**Exhibit 10.5**
**CONSULTANT AGREEMENT**
This Consulting Agreement (“Agreement”) is made and entered into this 8th day of May, 2007 between JMAR Technologies,Inc. (the “Company”) and Howard Isaacs/Market Broker Relations (the “Consultant”).
In consideration of and for the mutual promises and covenants contained herein, and for the good and valuableconsideration, the receipt of which is hereby acknowledged, the parties agree as follows:
 **1.** **Purpose**: The Company hereby employs the Consultant during the Term defined below to renderInvestment Relations services to the Company according to the terms and conditions set forth in thisAgreement.
 **2.** **Term**: This Agreement shall remain effective for one year commencing on May 8, 2007 and endingMay 7, 2008. Except as provided in Section 8 below, this Agreement cannot be canceled by either party duringthe term stated above.
 **3.** **Duties of Consultant**: During the term of this agreement, the Consultant shall provide to theCompany the following services:
 a. Provide a front line of communication to existing shareholders to share Companynews, product updates and bolster shareholder confidence in the stock.
 b. Respond to requests for information from interested investors and convert them toshareholders of Company stock.
 c. Initiate outreach to potential investors such as stock brokers, analysts, and highnet worth individuals and share the Company story and potential.
 d. Facilitate conference calls and meetings with potential investors.
 e. Assist with development and distribution of press releases and secure both pressand publication coverage of the Company.
 f. Consultant shall provide Company with weekly activity reports covering progressmade on each of the above stated services. These reports shall be submitted every Monday morningvia email to:
Neil Beer (nbeer@jmar.com)
Kathi Kirchmeier (kkirchmeier@jmar.com)
 **4.** **Compensation**: For services to be rendered by the Consultant hereunder, the Consultant shallreceive from the Company upon signing of this agreement:
 a. 150,000 shares of restricted ‘JMAR’ common stock and
 b. Warrant to purchase 150,000 shares of ‘JMAR’ common stock with an exercise price of$0.20 per share and a term of two years commencing with the date of this contract.
 **5.** **Expenses**: The Company, upon receipt of appropriate supporting documentation, shall reimbursethe Consultant for expenses associated with services performed for the Company ONLY if previously authorizedby the Company in writing.
 **6.** **Confidentiality**: Consultant acknowledges that as a consequence of its relationship with theCompany, it may be given access to confidential information which may include the following types ofinformation; financial statements and related financial information with respect to the Company and itssubsidiaries (the “Confidential Financial Information”), trade secrets, products, product development,product packaging, future marketing materials, business plans, certain methods of operations, procedures, improvements, systems, customer lists, supplier lists and specifications, and other private and confidentialmaterials concerning the Company’s business (collectively, “Confidential Information”).
 
 
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   Consultant covenants and agrees to hold such Confidential Information strictly confidential and shall only usesuch information solely to perform its duties under this Agreement, and Consultant shall refrain fromallowing such information to be used in any way for its own private or commercial purposes. Consultantshall also refrain from disclosing any such Confidential Information to any third parties. Consultantfurther agrees that upon termination or expiration of this Agreement, it will return all ConfidentialInformation and copies thereof to the Company and will destroy all notes, reports and other materialprepared by or for it containing Confidential Information. Consultant understands and agrees that theCompany might be irreparably harmed by violation of this Agreement and that monetary damages may beinadequate to compensate the Company. Accordingly, the Consultant agrees that, in addition to any otherremedies available to it at law or in equity, the Company shall be entitled to injunctive relief toenforce the terms of this Agreement.
Notwithstanding the foregoing, nothing herein shall be construed as prohibiting Consultant from disclosingany Confidential Information:
 a. which at the time of disclosure Consultant can demonstrate either was in the publicdomain and generally available to the public or thereafter becomes a part of the public domain andis generally available to the public by publication or otherwise through no act of the Consultant;
 b. which Consultant can establish was independently developed by a third party whodeveloped it without the use of the Confidential Information and who did not acquire it directly orindirectly from Consultant under an obligation of confidence;
 c. which Consultant can show was received by it after the termination of thisAgreement from a third party who did not acquire it directly or indirectly from the Company underan obligation of confidence; or
 d. to the extent that the Consultant can reasonably demonstrate such disclosure isrequired by law or in any legal proceeding, governmental investigation, or other similarproceeding.
 **7.** **Compliance with Applicable Securities Laws**. Consultant acknowledges and agrees that theCompany is an SEC reporting company that is subject to, among other securities regulations, Regulation FD andthat pursuant to Regulation FD the Company may not selectively disclose material non-public information tobrokers, dealers, investment advisors, investment companies, shareholders, prospective investors and othermembers of the financial community (“Prospective Investors”), absent a confidentiality agreement from suchProspective Investor. Consultant agrees that it will not disclose material non-public information to anyProspective Investor unless and until such information has first been publicly disclosed by the Company in apress release or filing with the SEC. Consultant further agrees that it will consult with Company concerningwhether any particular information may be considered material and whether it has been made public prior todisclosing such information to Prospective Investors.
 **8.** **Termination of Agreement**. The Company may terminate this Agreement following delivery offifteen (15) days notice should the Company determine that Consultant has breached its obligations under thisAgreement. Following termination of this Agreement, the Consultant shall be entitled to (1) reimbursementfor any unreimbursed expenses which have been approved in accordance with Section 5 above, and (2) vesting ofthe number of shares as determined by applying the percentage of the one year agreement period that has elapsedto the total number of shares, described in Section 4 above.
 
 
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 **9.** **Indemnification by Consultant**. Consultant hereby agrees to defend, hold harmless and indemnifythe Company and its affiliates (the “Indemnitees”) from and against any liability or expense(including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) arising out of theperformance of its duties or other activities of Consultant under this Agreement, including withoutlimitation providing unauthorized representations, misrepresentations or other disclosures to ProspectiveInvestors.
 **10.** **Governing Law**: This Agreement shall be construed and enforced in accordance with and governedby the laws of the State of California.
 **11.** **Miscellaneous**:
 a. This Agreement embodies the entire Agreement and understanding between the Companyand the Consultant and supersedes any and all negotiations, prior discussions and preliminary andprior arrangements and understandings related to the central subject matter hereof.
 b. No amendments to this Agreement shall be effective or binding to the parties unlessdocumented and approved in writing.
 c. This Agreement has been duly authorized, executed and delivered by and on behalf ofthe Company and the Consultant.
 d. This Agreement and all rights, liabilities and obligations hereunder shall bebinding upon and inure to the benefit of each party’s successors but may not be assigned withoutthe prior written approval of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof.
**JMAR Technologies, Inc.**(The Company)