**Exhibit 10.1****SECURITIES PURCHASE AGREEMENT**     **SECURITIES PURCHASE AGREEMENT**(the “**Agreement”**), dated as of February 8, 2007, by and amongJMAR Technologies, Inc., a Delaware corporation (the ‘**Company’**), and Laurus Master Fund, Ltd., aCayman Islands company (“**Buyer”**).     **WHEREAS:**     A. The Company and Buyer are executing and delivering this Agreement in relianceupon the exemption from securities registration afforded by Section 4(2) of the Securities Act of1933, as amended (the “**1933 Act”**), and Rule 506 of Regulation D (“**Regulation D”**) as promulgated bythe United States Securities and Exchange Commission (the “**SEC”**) under the 1933 Act; and     B. The Buyer wishes to purchase, and the Company wishes to sell, upon the terms andconditions stated in this Agreement, the number of shares of Common Stock, par value $0.01 pershare, of the Company (“**Common Stock”**), set forth in Section 1 below.     **NOW, THEREFORE**, the Company and Buyer hereby agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK.          (a) Purchase of Common Stock. The Company agrees to issue and sell to the Buyer, andthe Buyer agrees to purchase from the Company on the Closing Date (as defined below), **1,212,800**shares of Common Stock (the **“Common Shares”**).          (b) Purchase Price. The purchase price for the Common Shares to be purchased by theBuyer at the Closing shall be **$0.19**per share (the “**Purchase Price”**).          (c) Closing Date. The purchase and sale of the Common Shares (the **“Closing”**) shalltake place at 10:00 a.m., New York City Time, on the date hereof (the “**Closing Date”**) (or suchother date and time as is mutually agreed to by the Company and each Buyer).          (d) Form of Payment. On the Closing Date, (i) Buyer shall pay the Purchase Price tothe Company for the Common Shares to be issued and sold to Buyer at the Closing, by wire transferof immediately available funds in accordance with the Company’s written wire instructions, and (ii)the Company shall deliver to Buyer (A) one or more stock certificates, free and clear of allrestrictive and other legends (except as expressly provided in Section 2(f) hereof), evidencing thenumber of Common Shares Buyer is purchasing, duly executed on behalf of the Company and registeredin the name of Buyer.
 

 
 2. BUYER’S REPRESENTATIONS AND WARRANTIES.    Buyer represents and warrants that:          (a) No Public Sale or Distribution. Buyer is acquiring the Common Shares in theordinary course of business for its own account and not with a view towards, or for resale inconnection with, the public sale or distribution thereof, except pursuant to sales registered orexempted under the 1933 Act and Buyer does not have a present arrangement to effect anydistribution of the Common Shares to or through any person or entity; provided,however, that by making the representations herein, Buyer does not agree to hold any of theCommon Shares for any minimum or other specific term and reserves the right to dispose of theCommon Shares at any time in accordance with or pursuant to a registration statement or anexemption under the 1933 Act.          (b) Accredited Investor Status. Buyer is an “accredited investor” as that term isdefined in Rule 501(a) of Regulation D.          (c) Reliance on Exemptions. Buyer understands that the Common Shares are beingoffered and sold to it in reliance on specific exemptions from the registration requirements ofUnited States federal and state securities laws and that the Company is relying in part upon thetruth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements,acknowledgments and understandings of such Buyer set forth herein in order to determine theavailability of such exemptions and the eligibility of Buyer to acquire the Common Shares.          (d) Information. Buyer and its advisors, if any, have been furnished with allmaterials relating to the business, finances and operations of the Company and materials relatingto the offer and sale of the Common Shares which have been requested by Buyer. Buyer and itsadvisors, if any, have been afforded the opportunity to ask questions of the Company. Neither suchinquiries nor any other due diligence investigations conducted by Buyer or its advisors, if any, orits representatives shall modify, amend or affect Buyer’s right to rely on the Company’srepresentations and warranties contained herein. Buyer understands that its investment in theCommon Shares involves a high degree of risk and is able to afford a complete loss of suchinvestment. Buyer has sought such accounting, legal and tax advice as it has considered necessaryto make an informed investment decision with respect to its acquisition of the Common Shares.          (e) Transfer or Resale. Buyer understands that: (i) the Common Shares have not beenand are not being registered under the 1933 Act or any state securities laws, and may not beoffered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B)Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable tothe Company, to the effect that such Common Shares to be sold, assigned or transferred may be sold,assigned or transferred pursuant to an exemption from such registration, or (C) Buyer provides theCompany with reasonable assurance that such Common Shares can be sold, assigned or transferredpursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rulethereto) (collectively, “**Rule 144”**); (ii) any sale of the Common Shares made in reliance on Rule144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is notapplicable, any resale of the Common Shares under circumstances in which the seller (or the personthrough whom the sale is made) may be deemed
 

 
to be an underwriter (as that term is defined in the 1933 Act) may require compliance withsome other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and(iii) neither the Company nor any other person is under any obligation to register the CommonShares under the 1933 Act or any state securities laws or to comply with the terms and conditionsof any exemption thereunder. Notwithstanding the foregoing, the Common Shares may be pledged inconnection with a bona fide margin account or other loan secured by the Common Shares and suchpledge of Common Shares shall not be deemed to be a transfer, sale or assignment of the CommonShares hereunder, and no Buyer effecting a pledge of Common Shares shall be required to provide theCompany with any notice thereof or otherwise make any delivery to the Company pursuant to thisAgreement or any other Transaction Document, including, without limitation, this Section 2(e);provided, that in order to make any sale, transfer or assignment of Common Shares, Buyer and itspledgee makes such disposition in accordance with or pursuant to a registration statement or anexemption under the 1933 Act.          (f) Legends. Buyer understands that the certificates or other instrumentsrepresenting the Common Shares shall bear any legend as required by the “blue sky” laws of anystate and a restrictive legend in substantially the following form (and a stop-transfer order maybe placed against transfer of such stock certificates):THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THEABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORMREASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAIDACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THEFOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGINACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.          (g) Validity; Enforcement. This Agreement has been duly and validly authorized,executed and delivered on behalf of Buyer and shall constitute the legal, valid and bindingobligations of Buyer enforceable against Buyer in accordance with its terms, except as suchenforceability may be limited by general principles of equity or to applicable bankruptcy,insolvency, reorganization, moratorium, liquidation and other similar laws relating to, oraffecting generally, the enforcement of applicable creditors’ rights and remedies.          (h) No Conflicts. The execution, delivery and performance by Buyer of this Agreementand the consummation by Buyer of the transactions contemplated hereby and thereby will not (i)result in a violation of the organizational documents of Buyer or (ii) conflict with, or constitutea default (or an event which with notice or lapse of time or both would become a default) under, orgive to others any rights of termination, amendment, acceleration or cancellation of, anyagreement, indenture or instrument to which Buyer is a party, or (iii) result
 

 
in a violation of any law, rule, regulation, order, judgment or decree (including federal andstate securities laws) applicable to Buyer, except in the case of clauses (ii) and (iii) above, forsuch conflicts, defaults, rights or violations which would not, individually or in the aggregate,reasonably be expected to have a material adverse effect on the ability of Buyer to perform itsobligations hereunder. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.    The Company represents and warrants to the Buyer that:               (a) Organization and Qualification. The Company is a corporation duly organized andvalidly existing in good standing under the laws of Delaware, and has the requisite corporate powerand authorization to own its properties and to carry on its business as now being conducted. TheCompany is duly qualified as a foreign corporation to do business and is in good standing in everyjurisdiction in which its ownership of property or the nature of the business conducted by it makessuch qualification necessary, except to the extent that the failure to be so qualified or be ingood standing would not have a Material Adverse Effect. As used in this Agreement, “**MaterialAdverse Effect”**means any material adverse effect on the business, properties, assets, operations,results of operations, condition (financial or otherwise) or prospects of the Company or on thetransactions contemplated hereby or on the authority or ability of the Company to perform itsobligations under this Agreement.               (b) Authorization; Enforcement; Validity. The Company has the requisite corporatepower and authority to enter into and perform its obligations under this Agreement and to issue theCommon Shares in accordance with the terms hereof and thereof. The execution and delivery of theAgreement by the Company and the consummation by the Company of the transactions contemplatedhereby, including, without limitation, the issuance of the Common Shares, have been duly authorizedby the Company’s Board of Directors and no further consent or authorization is required by theCompany, its Board of Directors or its stockholders. This Agreement has been duly executed anddelivered by the Company, and constitutes the legal, valid and binding obligations of the Company,enforceable against the Company in accordance with its terms, except as such enforceability may belimited by general principles of equity or applicable bankruptcy, insolvency, reorganization,moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement ofapplicable creditors’ rights and remedies.               (c) Issuance of Common Shares. The Common Shares are duly authorized and, uponissuance in accordance with the terms hereof, shall be validly issued and free from all taxes,liens and charges with respect to the issue thereof and shall be fully paid and nonassessable withthe holder being entitled to all rights accorded to a holder of Common Stock. The issuance by theCompany of the Common Shares is exempt from registration under the 1933 Act.               (d) No Integrated Offering. Neither the Company, nor any of its subsidiaries oraffiliates, nor any person acting on its or their behalf, has directly or indirectly made anyoffers or sales of any security or solicited any offers to buy any security under circumstancesthat would cause the offering of the Common Shares pursuant to this Agreement to be integrated withprior offerings by the Company for purposes of the Securities Act which would prevent the Companyfrom selling the Common Shares pursuant to Rule 506 under the Securities Act, or any
 

 
applicable exchange-related stockholder approval provisions, nor will the Company or any ofits affiliates or subsidiaries take any action or steps that would cause the offering of the CommonShares to be integrated with other offerings.               (e) No Conflicts. The execution, delivery and performance of this Agreement by theCompany and the consummation by the Company of the transactions contemplated hereby and thereby(including, without limitation, the issuance of the Common Shares) will not (i) result in aviolation of the Certificate of Incorporation (as defined below) or Bylaws (as defined below) ofthe Company or (ii) conflict with, or constitute a default (or an event which with notice or lapseof time or both would become a default) under, or give to others any rights of termination,amendment, acceleration or cancellation of, any material agreement, indenture or instrument towhich the Company is a party, or (iii) result in a violation of any law, rule, regulation, order,judgment or decree (including federal and state securities laws and regulations) applicable to theCompany or by which any property or asset of the Company is bound or affected.               (f) Consents. The Company is not required to obtain any consent, authorization ororder of, or make any filing or registration with, any court, governmental agency or any regulatoryor self-regulatory agency or any other person in order for it to execute, deliver or perform any ofits obligations under or contemplated by the Agreement in accordance with the terms hereof.               (g) Acknowledgment Regarding Buyer’s Purchase of Common Shares. The Companyacknowledges and agrees that Buyer is acting solely in the capacity of arm’s length purchaser withrespect to the Agreement and the transactions contemplated hereby and thereby and that Buyer is not(i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the CommonStock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended(the “**1934 Act”**)).               (h) No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any ofits affiliates, nor any person acting on its or their behalf, has engaged in any form of generalsolicitation or general advertising (within the meaning of Regulation D) in connection with theoffer or sale of the Common Shares. The Company shall be responsible for the payment of anyplacement agent’s fees, financial advisory fees, or brokers’ commissions (other than for personsengaged by any Buyer or its investment advisor) relating to or arising out of the transactionscontemplated hereby.               (i) SEC Documents; Financial Statements. During the two years prior to the datehereof, the Company has timely filed all reports, schedules, forms, statements and other documentsrequired to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (allof the foregoing filed prior to the date hereof or prior to the date of the Closing, and allexhibits included therein and financial statements and schedules thereto and documents incorporatedby reference therein being hereinafter referred to as the“**SEC Documents”**). As of their respectivedates, the SEC Documents complied in all material respects with the requirements of the 1934 Actand the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,and none of the SEC Documents, at the time they were filed with the SEC, contained any untruestatement of a material fact or omitted to state a material fact
 

 
required to be stated therein or necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading. As of their respectivedates, the financial statements of the Company included in the SEC Documents complied as to form inall material respects with applicable accounting requirements and the published rules andregulations of the SEC with respect thereto. Such financial statements have been prepared inaccordance with generally accepted accounting principles, consistently applied, during the periodsinvolved (except (i) as may be otherwise indicated in such financial statements or the notesthereto, or (ii) in the case of unaudited interim statements, to the extent they may excludefootnotes or may be condensed or summary statements) and fairly present in all material respectsthe financial position of the Company as of the dates thereof and the results of its operations andcash flows for the periods then ended (subject, in the case of unaudited statements, to normalyear-end audit adjustments). No other information provided by or on behalf of the Company to theBuyer which is not included in the SEC Documents, including, without limitation, informationreferred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact oromits to state any material fact necessary in order to make the statements therein, in the light ofthe circumstance under which they are or were made, not misleading. 4. MISCELLANEOUS.          (a) Governing Law; Jurisdiction; Jury Trial. All questions concerning theconstruction, validity, enforcement and interpretation of this Agreement shall be governed by theinternal laws of the State of New York, without giving effect to any choice of law or conflict oflaw provision or rule (whether of the State of New York or any other jurisdictions) that wouldcause the application of the laws of any jurisdictions other than the State of New York. Eachparty hereby irrevocably submits to the exclusive jurisdiction of the state and federal courtssitting in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunderor in connection herewith or with any transaction contemplated hereby or discussed herein, andhereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claimthat it is not personally subject to the jurisdiction of any such court, that such suit, action orproceeding is brought in an inconvenient forum or that the venue of such suit, action or proceedingis improper. Each party hereby irrevocably waives personal service of process and consents toprocess being served in any such suit, action or proceeding by mailing a copy thereof to such partyat the address for such notices to it under this Agreement and agrees that such service shallconstitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any manner permitted by law.**EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIALFOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THISAGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.**          (b) Counterparts. This Agreement may be executed in two or more identicalcounterparts, all of which shall be considered one and the same agreement and shall becomeeffective when counterparts have been signed by each party and delivered to the other party;provided that a facsimile signature shall be considered due execution and shall be binding upon thesignatory thereto with the same force and effect as if the signature were an original, not afacsimile signature.
 

 
          (c) Headings. The headings of this Agreement are for convenience of reference andshall not form part of, or affect the interpretation of, this Agreement.          (d) Severability. If any provision of this Agreement shall be invalid orunenforceable in any jurisdiction, such invalidity or unenforceability shall not affect thevalidity or enforceability of the remainder of this Agreement in that jurisdiction or the validityor enforceability of any provision of this Agreement in any other jurisdiction.          (e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral orwritten agreements between the Buyer, the Company, their affiliates and persons acting on theirbehalf with respect to the matters discussed herein, and this Agreement and the instrumentsreferenced herein contain the entire understanding of the parties with respect to the matterscovered herein and therein and, except as specifically set forth herein or therein, neither theCompany nor Buyer makes any representation, warranty, covenant or undertaking with respect to suchmatters. No provision of this Agreement may be amended other than by an instrument in writingsigned by the Company and Buyer. No provision hereof may be waived other than by an instrument inwriting signed by the party against whom enforcement is sought.          (f) Notices. Any notices, consents, waivers or other communications required orpermitted to be given under the terms of this Agreement must be in writing and will be deemed tohave been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent byfacsimile (provided confirmation of transmission is mechanically or electronically generated andkept on file by the sending party); or (iii) one Business Day after deposit with an overnightcourier service, in each case properly addressed to the party to receive the same. The addressesand facsimile numbers for such communications shall be:     If to the Company:JMAR Technologies, Inc.