**EXHIBIT
      10.10**




**OMNIBUS
      AMENDMENT**





This
      Omnibus Amendment (“Agreement”), dated as of August 31, 2007, by and between
      JMAR Technologies, Inc., a Delaware corporation (the “Company”), and Laurus
      Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends each of the
      agreements and instruments listed on Exhibit A to this Agreement (the
“Instruments”).




**PREAMBLE**





**WHEREAS**,
      Laurus is the holder of the following securities of the Company (collectively,
      the “Securities”):




(i)
            Series
                G Convertible Preferred Stock with an aggregate stated value of $1,456,020
                (as amended, modified or supplemented from time to time “Series G
                Preferred”);




(ii)
            Series
                I Convertible Preferred Stock with an aggregate stated value of $6,393,980
                (as amended, modified or supplemented from time to time the (Series
                I
                Preferred”)




(iii)
            Series
                J Convertible Preferred Stock with an aggregate stated value of $3,500,000
                (as amended, modified or supplemented from time to time “Series J
                Preferred;” the Series G Preferred and Series I Preferred and Series J
                Preferred are collectively referred to herein as the
                “Preferred”);




(iv)
            Secured
                Term Note with a maturity date of April 12, 2008  made by the
                Company in favor of Laurus in the original principal amount of $750,000
                (the “Term Note”); and




(v)
            Secured
                Revolving Note with a maturity date of March 27, 2008 made by the
                Company
                in favor of Laurus in the original principal amount of $3,000,000
                (the
                “Revolving Note”).




**NOW,
      THEREFORE**, in consideration of the covenants, agreements and conditions
      hereinafter set forth, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto agree
      as
      follows:




**1.           Amendments.**




1.1           Effective
      upon the date hereof, (a) the reference to “thirty six (36) months from the date
      of issuance thereof” contained in Section 8 of the Series G Preferred is hereby
      changed to “on August 31, 2009” and Section 10 shall be deleted in its entirety;
      (b) the reference to “thirty six (36) months from the date of issuance thereof”
contained in Section 8 of the Series I Preferred is hereby changed to “on August
      31, 2009” and Section 10 shall be deleted in its entirety; (c) the reference to
“second anniversary of the date of issuance thereof” contained in Section 8 of
      the Series J Preferred is hereby changed to “on August 31, 2009”;  (d)
      the reference to “April 12, 2008” contained in the definition of “Maturity Date”
in the Term Note is hereby changed to August 31, 2009; and (e) the reference
      to
“March 27, 2008” contained in the definition of “Maturity Date” in the Revolving
      Note is hereby changed to August 31, 2009”.









**2.           Miscellaneous.**




2.1           Except
      as specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to the Instruments, and all of the other forms, terms
      and provisions of the Securities remain in full force and effect.





2.2           From
      and after the Amendment Effective Date, all references in the Securities shall
      be deemed to be references to the Instruments, as the case may be, as modified
      hereby.





2.3           This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns.  **THIS AMENDMENT SHALL BE CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
      NEW YORK.**  This Amendment may be executed in any number
      of counterparts, each of which shall be an original, but all of which shall
      constitute one instrument.







2


**IN
      WITNESS WHEREOF**, each of the parties hereto has executed this Amendment
      or has caused this Amendment to be executed on its behalf by a representative
      duly authorized, all as of the date first above set forth.







COMPANY:
            
            PURCHASER:JMAR
                TECHNOLOGIES, INC.
            
            Laurus
                Master Fund, Ltd.By:
            /s/
                C. NEIL BEER
            
            By:
            /s/
                EUGENE GRINName:
            Dr.
                Neil Beer
            
            Name:
            Eugene
                GrinTitle:
            Chief
                Executive Officer
            
            Title:
            Director











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**EXHIBIT
      A**


**(List
      of Preferred Stock and Notes**)





Certificate
      to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
      and Relative Rights of Series G Convertible Preferred Stock, $0.01 Par
      Value Per Share.





Certificate
      to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
      and Relative Rights of Series I Cumulative Convertible Preferred Stock,
      $0.01 Par Value Per Share





Certificate
      to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
      and Relative Rights of Series J Cumulative Convertible Preferred Stock,
      $0.01 Par Value Per Share





Secured
      Term Note with a maturity date of April 12, 2008  made by the Company
      in favor of Laurus in the original principal amount of $750,000 (the “Term
      Note”);





Secured
      Non-Convertible Revolving Note with a maturity date of March 27, 2008 made
      by
      the Company in favor of Laurus in the original principal amount of $3,000,000
      (the “Revolving Note”)








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