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Exhibit 10.2 SECURED TERM NOTE FOR VALUE RECEIVED,
JMAR TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), promises to pay to LAURUS MASTER FUND, LTD., c/o
M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the
“Holder”) or its registered assigns or successors in
interest, the sum of Seven Hundred Fifty Thousand Dollars ($750,000), together
with any accrued and unpaid interest hereon, on April 11, 2008 (the
“Maturity Date”) if not sooner indefeasibly paid in full.
The original principal amount of this Secured Term Note is hereinafter referred
to as the “Principal Amount”. Capitalized terms
used herein without definition shall have the meanings ascribed to such terms
in that certain Securities Purchase Agreement dated as of the date hereof
between the Company and the Holder (as amended, modified and/or supplemented
from time to time, the “Purchase Agreement”). The Principal
Amount of this Secured Term Note that is contained in the Restricted Account
(as defined in the Restricted Account Agreement referred to in the Purchase
Agreement) on the date of the issuance of this Secured Term Note is $250,000. The following terms
shall apply to this Secured Term Note (this “Note”): ARTICLE ICONTRACT RATE 1.1 Contract
Rate. Subject to Sections 3.2 and 4.10, interest payable on the
outstanding Principal Amount of this Note shall accrue at a rate per annum
equal to the “prime rate” published in The Wall Street
Journal from time to time (the “Prime Rate”), plus two
percent (2.0%) (the “Contract Rate”). The Contract Rate
shall be increased or decreased as the case may be for each increase or
decrease in the Prime Rate in an amount equal to such increase or decrease in
the Prime Rate; each change to be effective as of the day of the change in the
Prime Rate. Interest shall be calculated on the basis of a 360 day year.
Interest shall be payable monthly, in arrears, commencing on May 1, 2007,
on the first business day of each consecutive calendar month thereafter through
and including the Maturity Date, and on the Maturity Date, whether by
acceleration or otherwise. 1.2 Contract
Rate Payments. The Contract Rate shall be calculated on the last business
day of each calendar month hereafter (other than for increases or decreases in
the Prime Rate which shall be calculated and become effective in accordance
with the terms of Section 1.1) until the Maturity Date and shall be
subject to adjustment as set forth herein. 1.3 Principal
Payments. Any outstanding Principal Amount together with any accrued and
unpaid interest and any and all other unpaid amounts which are then owing by
the Company to the Holder under this Note, the Purchase Agreement and/or any
other Related Agreement shall be due and payable on the Maturity Date.  1




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ARTICLE II[INTENTIONALLY
OMITTED] ARTICLE IIIEVENTS OF
DEFAULT 3.1 Events of
Default. The occurrence of any of the following events set forth in this
Section 3.1 shall constitute an event of default (“Event of
Default”) hereunder: (a) Failure to Pay. The Company fails to pay when
due any installment of principal, interest or other fees hereon in accordance
herewith, or the Company fails to pay any of the other Obligations (under and
as defined in the Pledge and Security Agreement and the Security Agreement, as
such terms are defined in the Reaffirmation Agreement) when due, and, in any
such case, such failure shall continue for a period of three (3) days
following the date upon which any such payment was due. (b) Breach
of Covenant. The Company or any of its Subsidiaries breaches any covenant
or any other term or condition of this Note in any material respect and such
breach, if subject to cure, continues for a period of fifteen (15) days
after the occurrence thereof. (c) Breach
of Representations and Warranties. Any representation, warranty or
statement made or furnished by the Company or any of its Subsidiaries in this
Note, the Purchase Agreement or any other Related Agreement shall at any time
be false or misleading in any material respect on the date as of which made or
deemed made. (d) Default Under Other Agreements. The occurrence
of any default (or similar term) in the observance or performance of any other
agreement or condition relating to any indebtedness or contingent obligation of
the Company or any of its Subsidiaries beyond the period of grace (if any), the
effect of which default is to cause, or permit the holder or holders of such
indebtedness or beneficiary or beneficiaries of such contingent obligation to
cause, such indebtedness to become due prior to its stated maturity or such
contingent obligation to become payable; (e) Material Adverse Effect. Any change or the
occurrence of any event which could reasonably be expected to have a Material
Adverse Effect; (f) Bankruptcy. The Company or any of its
Subsidiaries shall (i) apply for, consent to or suffer to exist the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property,
(ii) make a general assignment for the benefit of creditors,
(iii) commence a voluntary case under the federal bankruptcy laws (as now
or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent,
(v) file a petition seeking to take advantage of any other law providing
for the relief of debtors, (vi) acquiesce to, without challenge within ten
(10) days of the filing thereof, or failure to have dismissed, within
thirty (30) days, any petition filed against it in any involuntary case
under such bankruptcy laws, or (vii) take any action for the purpose of
effecting any of the foregoing;  2




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(g) Judgments. Except with regard to JSI
Microelectronics, Inc., attachments or levies in excess of $50,000 in the
aggregate are made upon the Company or any of its Subsidiary’s assets or
a judgment is rendered against the Company’s property involving a
liability of more than $50,000 which shall not have been vacated, discharged,
stayed or bonded within thirty (30) days from the entry thereof; (h) Change
of Control. A Change of Control (as defined below) shall occur with respect
to the Company, unless Holder shall have expressly consented to such Change of
Control in writing. A “Change of Control” shall mean any event or
circumstance as a result of which (i) any “Person” or
“group” (as such terms are defined in Sections 13(d) and 14(d) of
the Exchange Act, as in effect on the date hereof), other than the Holder, is
or becomes the “beneficial owner” (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more on
a fully diluted basis of the then outstanding voting equity interest of the any
Company, (ii) the Board of Directors of the Company shall cease to consist
of a majority of the Company’s board of directors on the date hereof (or
directors appointed by a majority of the board of directors in effect
immediately prior to such appointment) or (iii) the Company or any of its
Subsidiaries merges or consolidates with, or sells all or substantially all of
its assets to, any other person or entity; (i) Indictment; Proceedings. The indictment or
threatened indictment of the Company or any of its Subsidiaries or any
executive officer of the Company or any of its Subsidiaries under any criminal
statute, or commencement or threatened commencement of criminal or civil
proceeding against the Company or any of its Subsidiaries or any executive
officer of the Company or any of its Subsidiaries pursuant to which statute or
proceeding penalties or remedies sought or available include forfeiture of any
of the property of the Company or any of its Subsidiaries; (j) The
Purchase Agreement and Related Agreements. (i) An Event of Default
shall occur under and as defined in the Purchase Agreement or any other Related
Agreement, (ii) the Company or any of its Subsidiaries shall breach any
term or provision of the Purchase Agreement or any other Related Agreement in
any material respect and such breach, if capable of cure, continues unremedied
for a period of fifteen (15) days after the occurrence thereof, (iii) the
Company or any of its Subsidiaries attempts to terminate, challenges the
validity of, or its liability under, the Purchase Agreement or any Related
Agreement, (iv) any proceeding shall be brought to challenge the validity,
binding effect of the Purchase Agreement or any Related Agreement or
(v) the Purchase Agreement or any Related Agreement ceases to be a valid,
binding and enforceable obligation of the Company or any of its Subsidiaries
(to the extent such persons or entities are a party thereto); 3.2 Default
Interest. Following the occurrence and during the continuance of an Event
of Default, the Company shall pay additional interest on the outstanding
principal balance of this Note in an amount equal to one percent (1.0%) per
month, and all outstanding obligations under this Note, the Purchase Agreement
and each other Related Agreement, including unpaid interest, shall continue to
accrue interest at such additional interest rate from the date of such Event of
Default until the date such Event of Default is cured or waived.  3




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3.3 Default
Payment. Following the occurrence and during the continuance of an Event of
Default, the Holder, at its option, may demand repayment in full of all
obligations and liabilities owing by the Company to the Holder under this Note,
the Purchase Agreement and/or any other Related Agreement or may elect, in
addition to all rights and remedies of the Holder under the Purchase Agreement
and the other Related Agreements and/or all obligations and liabilities of the
Company under the Purchase Agreement and the other Related Agreements, to
require the Company to make a Default Payment (“Default
Payment”). The Default Payment shall be one hundred thirty percent
(130%) of the outstanding principal amount of the Note, plus accrued but unpaid
interest, all other fees then remaining unpaid, and all other amounts payable
hereunder. The Default Payment shall be applied first to any fees due and
payable to the Holder pursuant to this Note, the Purchase Agreement, and/or the
other Related Agreements, then to accrued and unpaid interest due on this Note
and then to the outstanding principal balance of this Note. The Default Payment
shall be due and payable immediately on the date that the Holder has demanded
payment of the Default Payment pursuant to this Section 3.3. ARTICLE IVMISCELLANEOUS 4.1 Issuance of
New Note. Upon any partial redemption of this Note, a new Note containing
the same date and provisions of this Note shall, at the request of the Holder,
be issued by the Company to the Holder for the principal balance of this Note
and interest which shall not have been paid as of such date. Subject to the
provisions of Article III of this Note, the Company shall not pay any
costs, fees or any other consideration to the Holder for the production and
issuance of a new Note. 4.2 Cumulative
Remedies. The remedies under this Note shall be cumulative. 4.3 Failure or
Indulgence Not Waiver. No failure or delay on the part of the Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available. 4.4 Notices.
Any notice herein required or permitted to be given shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party
notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
Company at the address provided in the Purchase Agreement executed in
connection herewith, and to the Holder at the address provided in the Purchase
Agreement for the Holder, with a copy to Laurus Capital Management, LLC, Attn:
Portfolio Services, 335 Madison Avenue, 10th Floor, New York, New
York 10017, facsimile number (212) 581-5037, or at such other address as
the Company or the Holder may designate by ten days advance written notice to
the other parties hereto.  4




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4.5 Amendment
Provision. The term “Note” and all references thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented, and
any successor instrument as such successor instrument may be amended or
supplemented. 4.6
Assignability. This Note shall be binding upon the Company and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with
the requirements of the Purchase Agreement. The Company may not assign any of
its obligations under this Note without the prior written consent of the
Holder, any such purported assignment without such consent being null and void. 4.7 Cost of
Collection. In case of any Event of Default under this Note, the Company
shall pay the Holder the Holder’s reasonable costs of collection,
including reasonable attorneys’ fees. 4.8 Governing
Law, Jurisdiction and Waiver of Jury Trial. (a) THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE
COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND,
AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER
RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR
ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER
PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. THE
COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF THE COMPANY’S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS,
PROPER POSTAGE PREPAID.  5




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(c) THE
COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER
AND/OR THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 4.9
Severability. In the event that any provision of this Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Note. 4.10 Maximum
Payments. Nothing contained herein shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum
permitted by applicable law. In the event that the rate of interest required to
be paid or other charges hereunder exceed the maximum rate permitted by such
law, any payments in excess of such maximum rate shall be credited against
amounts owed by the Company to the Holder and thus refunded to the Company. 4.11 Security
Interest and Guarantee. The Holder has been granted a security interest in
certain assets of the Company and its Subsidiaries as more fully described in
the Reaffirmation Agreement dated as of the date hereof. The obligations of the
Company under this Note are guaranteed by certain Subsidiaries of the Company
pursuant to the Subsidiary Guaranty dated as of the date hereof. 4.12
Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Note to favor
any party against the other. 4.13 Registered
Obligation. This Note is intended to be a registered obligation within the
meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the
Company (or its agent) shall register this Note (and thereafter shall maintain
such registration) as to both principal and any stated interest.
Notwithstanding any document, instrument or agreement relating to this Note to
the contrary, transfer of this Note (or the right to any payments of principal
or stated interest thereunder) may only be effected by (i) surrender of
this Note and either the reissuance by the Company of this Note to the new
holder or the issuance by the Company of a new instrument to the new holder, or
(ii) transfer through a book entry system maintained by the Company (or
its agent), within the meaning of Treasury Regulation Section 1.871-
14(c)(1)(i)(B).  6




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[Balance of page intentionally left
blank; signature page follows]  7




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IN WITNESS
WHEREOF, the Company has caused this Secured Term Note to be signed in its
name effective as of this 11th day of April, 2007. JMAR
TECHNOLOGIES, INC. By: /s/ C. NEIL
BEER
      Name: C. Neil Beer       Title: Chief Executive Officer  8