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Exhibit 4.1
  
 COMMON STOCK PURCHASE WARRANT
 No.
    
    
    
    Issue Date: April 11, 2007
 Company Holder
  Common Stock
 Company
 Exercise Price




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Other Securities
 Purchase Agreement
 Exercise of Warrant
 Number of Shares Issuable upon Exercise
 Fair Market Value
      2




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Company Acknowledgment
 Trustee for Warrant Holders
 Procedure for Exercise
 Delivery of Stock Certificates, Etc., on Exercise
 Exercise
   3




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X=
    
    Y(A-B)A
 Where X =
    
    the number of shares of Common Stock to be issued to the HolderY =
    
    the number of shares of Common Stock purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this Warrant being
exercised (at the date of such calculation)A =
    
    the Fair Market Value of one share of the Companys Common Stock (at the date
of such calculation)B =
    
    the Exercise Price per share (as adjusted to the date of such calculation)
  Effect of Reorganization, Etc.; Adjustment of Exercise Price
 Reorganization, Consolidation, Merger, Etc
  4




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Dissolution
 Continuation of Terms
 Extraordinary Events Regarding Common Stock
 Certificate as to Adjustments
  5




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Reservation of Stock, Etc., Issuable on Exercise of Warrant
 Assignment; Exchange of Warrant
 Replacement of Warrant
 Registration Rights
 Maximum Exercise
  6




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Warrant Agent
 Transfer on the Companys Books
 Rights of Shareholders Warrant Shares
 Sale Limitation
  7




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Notices, Etc
 Miscellaneous
 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
  8




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JMAR TECHNOLOGIES, INC.WITNESS:By:
    
    /s/ C. NEIL BEERName:
    
    C. Neil Beer/s/ ROBERT SELZER
    
    Title:
    
    Chief Executive Officer
  9




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EXHIBIT A
 FORM OF SUBSCRIPTION
 TO:
    
    JMAR Technologies, Inc.
  
 shares of the common stock covered by such warrant; orthe maximum number of shares of common stock covered by such
warrant pursuant to the cashless exercise procedure set forth in
Section 2.
 
 $ in lawful money of the United States; and/orthe cancellation of such portion of the attached Warrant as is
exercisable for a total of  shares of Common Stock (using
a Fair Market Value of $ per share for purposes of this
calculation); and/orthe cancellation of such number of shares of Common Stock as is
necessary, in accordance with the formula set forth in Section
2.2, to exercise this Warrant with respect to the maximum number
of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.
 
  Dated:(Signature must conform to name of holder as specified on the face
of the Warrant)Address:
  10




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EXHIBIT B
 FORM OF TRANSFEROR ENDORSEMENT
  Percentage
    
    NumberTransferees
    
    Address
    
    
    
    Transferred
    
    Transferred
 Dated:(Signature must conform to name of holder as specified on the face
of the Warrant)Address:SIGNED IN THE PRESENCE OF:(Name)ACCEPTED AND AGREED:[TRANSFEREE](Name)
  11




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LAURUS MASTER FUND, LTD.By:Name:Title:  12