<PAGE>   1
                                                                    EXHIBIT 10.1

                               [LTI LOGO] Leasing
                                          Technologies
                                          International, Inc.


                                                September 26, 1996

VIA FACSIMILE:  619-535-1835

Mr. Dennis E. Valentine
Chief Financial Officer
JMAR Industries, Inc.
3956 Sorrento Valley Blvd.
San Diego, CA 92121

Dear Mr. Valentine:

We are pleased to inform you that your $950,000 revolving lease line is now
available. 

AVAILABILITY DATE:   9/26/96

EXPIRATION DATE:     12/31/97

Continued availability under this line is subject to the following: receipt of
periodic financial data, periodic credit review, lease documentation
satisfactory to us, no material adverse change in the company's financial
condition as determined by us, and no lease defaults.

All other terms of the prior lease line letter will remain in effect.

We look forward to a long and mutually beneficial relationship.

                                                Very truly yours,

                                                /s/ John Strahley
                                                John Strahley
                                                Manager, Investments &
                                                Financial Analysis


cc: Barbara Hughes, Leasing Technologies International, Inc.
    John Miscovich, Balboa Capital


   Soundview Plaza + 1266 Main Street + Stamford, CT 06902 + (203) 967-4300 +
                              Fax: (203) 323-2394
<PAGE>   2
                                [LTI LETTERHEAD]


                                                        August 21, 1996
VIA FACSIMILE AND FIRST CLASS MAIL

Mr. Dennis E. Valentine
Chief Financial Officer
JMAR Industries, Inc.
3956 Sorrento Valley Blvd.
San Diego, CA 92121

Dear Mr. Valentine:

We are pleased to inform you that Leasing Technologies International, Inc.
("LTI") hereby proposes a $950,000 Revolving Lease Line for Fair Market Value
Leases for JMAR Industries, Inc. The purpose of the line is for the lease of
wafer processing, assembly, test, computers, office automation and other
equipment approved by LTI under a Master Lease Agreement to be entered into by
JMAR Industries, Inc. and LTI. Availability under this line is subject to
completion of due diligence, receipt of periodic financial data, periodic credit
review, and documentation satisfactory to LTI.

Any leases created under this lease line will be subject to there being no
material adverse change of circumstances for JMAR Industries, Inc. and there
existing no Event of Default as defined in any lease schedule under the Master
Lease in the opinion of LTI.

The following is an outline of the various terms of our lease line:

LESSEES:        JMAR Industries, Inc. and California ASIC Technical Services,
                Inc.    

AMOUNT:         $950,000

TYPE:           Lease Line for Fair Market Value leases under a Master Lease
                Agreement. 

AVAILABILITY:   Through December 31, 1997 subject to no material adverse change
                in company's financial condition as determined by LTI and no 
                lease defaults.

PURPOSE:        Purchase/Leaseback or to acquire new computers, office
                automation, and other equipment for use by lessee.

TERM:           Up to 36 months, depending on equipment.

UPGRADES:       Leased equipment may be upgraded during the lease term if
                approved in advance by LTI.                
        
<PAGE>   3
Mr. Dennis Valentine
Page 2                                                          August 21, 1996


LEASE PRICING:          Pricing is set on each transaction proposal as
                        determined by LTI upon review of equipment type, market
                        rates, lease term and other pertinent factors.

PAYMENTS:               Rent and other payments due on first of each month,
                        with first payment due at closing of each lease 
                        schedule.

SECURITY DEPOSIT:       An amount equal to one monthly payment due upon closing
                        of each schedule, unless specified otherwise.

LEGAL REQUIREMENT:      Execution of Master Lease Agreement and related
                        documents satisfactory to LTI.

LEASE SCHEDULES:        Multiple schedules of at least $50,000 permitted under
                        each transaction proposal.

COMMITMENT FEE:         A commitment fee of $9,500 is to be remitted with your
                        executed copy of this proposal. This amount, less 
                        $1,500 in connection with the set-up and documentation 
                        of this transaction, shall be applied toward the
                        security deposit on each schedule on a pro rata basis.
                        If Lessor fails to deliver the lease commitment, the
                        $9,500 less out-of-pocket expenses ($1,500 maximum) 
                        shall be promptly refunded. If Lessee shall decline 
                        for any reason, Lessor shall retain the $9,500. 

Please evidence your approval of the foregoing by signing where indicated below
and returning this letter to us on or before September 6, 1996.


                                        Very truly yours,


                                        /s/ Arnold J. Hoegler
                                        --------------------------
                                            Arnold J. Hoegler
                                            Executive Vice President


Agreed and accepted by:


/s/ Dennis E. Valentine
------------------------
JMAR Industries, Inc.

Date: September 4, 1996
      ------------------

cc: J. Miscovich, Balboa Capital Corporation

<PAGE>   4
                    LEASING TECHNOLOGIES INTERNATIONAL, INC.
                           TRANSACTION PROPOSAL NO. 1             8/21/96

Lessee:                 JMAR Industries, Inc.

Equipment:              Wafer processing, assembly, test, computer equipment
                        approved by LTI.

Cost (approximate):     up to $750,000

Commencement:           Prior to 10/1/96

Term:                   36 Months

Rate Factor:            .03266

Monthly Rental:         $24,495

Other:                  Last month in advance
                        In the event of software financing pursuant to
                        Transaction Proposal No. 2 or the financing of
                        equipment as described above that is not deemed 
                        acceptable to LTI, LTI shall obtain other collateral
                        consisting of equipment valued at up to $300,000 not 
                        already subject to liens, or blanket lien to be
                        released on the earlier of: (1) six consecutive
                        profitable quarters, or (2) a minimum of $300,000
                        credit line with a bank, in which case LTI's security
                        interest will be subordinated to the new bank.

End of Lease Option:  Upon written notice in accordance with Section 3 of
                      Master Lease Agreement, you may:
                        1. Renew lease at FMV rate
                        2. Renew lease for 12 months at 50% of existing rent; 
                           equipment may then be purchased at end of 12 months
                           for $1.00
                        3. Purchase equipment at FMV
                        4. Return the equipment subject to a remarketing charge
                           equal to 3% of the Cost.

Note: The Rate Factor is subject to change upon any changes in the Prime Rate
      prior to drawdowns.

      TRANSACTION IS SUBJECT TO CREDIT AND FINAL EQUIPMENT APPROVAL.

AGREED AND ACCEPTED BY:

/s/ Dennis E. Valentine
---------------------------------
JMAR Industries, Inc.

Date: September 4, 1996
      ---------------------------
<PAGE>   5
                    LEASING TECHNOLOGIES INTERNATIONAL, INC.
                           TRANSACTION PROPOSAL NO. 2             8/21/96

Lessee:                 JMAR Industries, Inc.

Equipment:              Software approved by LTI.

Cost (approximate):     up to $200,000

Commencement:           Prior to 9/1/96

Term:                   30 Months

Rate Factor:            .03815

Monthly Rental:         $7,630

Other:                  10% Cash Security Deposit
                        Other collateral as per transaction proposal No. 1

End of Lease Option: Upon written notice in accordance with Section 3 of Master 
                     Lease Agreement, you may:
                        1. Renew lease for 12 months at 40% of existing rent;
                           equipment may then be purchased at end of 12 months
                           for $1.00.
                        2. Purchase equipment at 15% of cost;
                        3. Return the equipment subject to a remarketing charge
                           equal to 7% of the Cost.

Note: The Rate Factor is subject to change upon any changes in the Prime Rate
      prior to drawdowns.

      TRANSACTION IS SUBJECT TO CREDIT AND FINAL EQUIPMENT APPROVAL.

AGREED AND ACCEPTED BY:

/s/ Dennis E. Valentine
___________________________________
JMAR Industries, Inc.


Date: September 6, 1996
      -----------------------------
    
<PAGE>   6
                                MASTER LEASE AGREEMENT

THIS MASTER LEASE AGREEMENT (THE "LEASE") IS MADE THE 10TH DAY OF SEPTEMBER,
1996 BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC., WITH ITS PRINCIPAL OFFICE
AT SOUNDVIEW PLAZA, 1266 MAIN STREET, STAMFORD, CT 06902 (THE "LESSOR"), AND
JMAR INDUSTRIES, INC., WITH A PRINCIPAL OFFICE AT 3956 SORRENTO VALLEY BLVD.,
SAN DIEGO, CA 92121 AND CALIFORNIA ASIC TECHNICAL SERVICES, INC. WITH A
PRINCIPAL OFFICE AT 13845 B ALTON PARKWAY, IRVINE, CA 92718 (HEREINAFTER
SOMETIMES COLLECTIVELY REFERRED TO AS THE "LESSEE" AND INDIVIDUALLY, AS AN
"INDIVIDUAL LESSEE"). THE PARTIES HERETO AGREE AS FOLLOWS:
        
1.      LEASE:

        This Lease establishes the general terms and conditions by which Lessor
may lease to any individual Lessee the Equipment (the "Equipment") listed on
each Equipment Schedule executed periodically pursuant to this Lease. Each such
Equipment Schedule shall incorporate by reference the terms of this Lease, and
shall be a separate lease agreement as to the Equipment listed thereon for all
purposes, including default. If the provisions of an Equipment Schedule conflict
with the provisions of this Lease, the provisions of such Equipment Schedule
shall prevail. Although each Equipment Schedule may be executed only by an
Individual Lessee, each Individual Lessee and its respective successors and
assigns shall be absolutely and unconditionally jointly and severally liable for
each and every obligation arising under this Lease and any Equipment Schedule
thereto. Each Individual Lessee agrees that Lessor may proceed directly against
any Individual Lessee for the payment, performance or observance of each and
every obligation of any Individual Lessee under this Lease or any Equipment
Schedule thereto. The obligations of any Individual Lessee shall not be subject
to any counterclaim, setoff, recoupment or defense based upon any claim any
Individual Lessee may have against any other Individual Lessee or the Lessor,
and shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any Individual Lessee, including
without limitation (a) any waiver, consent, extension, renewal, indulgence or
other action or inaction under or in respect of this Lease or any Equipment
Schedule; (b) any invalidity or unenforceability, in whole or in part, of any
such agreement or instrument with respect to any Individual Lessee; (c) any
failure on the part of any Individual Lessee for any reason to perform or comply
with any term of any Equipment Schedule; (d) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or similar
proceeding with respect to any other Individual Lessee its properties or
creditors; or (e) any other occurrence whatsoever, whether similar or dissimilar
to the foregoing, with respect to any other Individual Lessee. Each Individual
Lessee hereby waives any requirement of diligence or promptness on the part of
the Lessor in the enforcement of the Lessor's rights hereunder or under any
other Loan Document with respect to the obligations of itself or of any other
Individual Lessee. Without limiting the foregoing any failure to make any demand
upon, to pursue or exhaust any rights or remedies against Individual Lessee, or
any delay with respect thereto, shall not affect the obligations of any
Individual Lessee hereunder.

2       DEFINITIONS:

        (a) The "Installation Date" means the date determined in accordance with
the applicable Equipment Schedule.


                                       1
<PAGE>   7
        (b) The "Commencement Date" means, as to any item of the Equipment
designated on any Equipment Schedule where the Installation Date for such item
of Equipment falls on the first day of the month, that date, or, in any other
case, the first day of the month following the month in which such Installation
Date falls.

        (c) The "Daily Rental" means 1/30th of the amount set forth as the
monthly rental in the applicable Equipment Schedule.

3.      TERM OF LEASE:

        The term of this Lease, as to all Equipment designated on any Equipment
Schedule, shall commence on the Installation Date for such Equipment, and shall
continue for an initial period ending that number of months as is specified on
the applicable Equipment Schedule from the Commencement Date for the last item
of Equipment to be installed (the "Initial Term"). The term of this Lease for
all such Equipment shall be automatically extended for successive monthly
periods until terminated in accordance with this Lease. Any termination shall
be effective only on the last day of the Initial Term or the last day of any
such successive period.

4.      RENTAL:

        The monthly rental payable hereunder is as set forth in the Equipment
Schedule(s). Rental shall begin to accrue on the Installation Date for each item
of Equipment and shall be due and payable by Lessee in advance on the first day
of each month. If the Installation Date does not fall on the first day of a
month, the rental for that period of time from the Installation Date until the
Commencement Date shall be an amount equal to the Daily Rental multiplied by the
number of days from (and including) the Installation Date to (but not including)
the Commencement Date and shall be due and payable on the Installation Date. In
addition to the monthly rental set forth in the Equipment Schedule(s), Lessee
shall pay to Lessor an amount equal to all taxes paid, payable or required to be
collected by Lessor, however designated, which are levied or based on the
rental, on the Lease or on the Equipment or on its purchase for lease hereunder,
or on its use, lease, operation, control or value (including, without
limitation, state and local privilege or excise taxes based on gross revenue),
any penalties or interest in connection therewith which are attributable to
Lessee's negligence or taxes or amounts in lieu thereof paid or payable by
Lessor in respect of the foregoing, but excluding taxes based on Lessor's net
income. Personal property taxes assessed on the Equipment during the term hereof
shall be paid by Lessee. Lessee agrees to file, on behalf of Lessor, all
required property tax returns and reports concerning the Equipment with all
appropriate governmental agencies, and, within not more than thirty (30) days
after the due date of such filing to send Lessor confirmation of such filing.
Lessee agrees that Lessor, or Lessor's agent may file all required property tax
returns and reports and pay all taxes thereon pertaining to the Equipment. In
such event, Lessee shall reimburse Lessor for all costs and expenses incurred in
connection therewith, provided that such costs and expenses (including property
taxes) shall not exceed the property taxes pursuant to statutory tax rates and
regulations.

        Interest on any past due payments, including but not limited to
administrative charges and any other charges or fees arising out of or related
to this Lease, shall accrue at the rate of 1 1/2% per

                                       2

<PAGE>   8
month, or if such rate shall exceed the maximum rate allowed by law, then at
such maximum rate, and shall be payable on demand. Charges for taxes, penalties
and interest shall be promptly paid by Lessee when invoiced by Lessor.

        As security for the full performance of all of the Lessee's obligations
under each Equipment Schedule, Lessee shall, simultaneously with the execution
and delivery of each Equipment Schedule, deposit with Lessor the amount set
forth on such Equipment Schedule. The security deposit shall be promptly
returned to the Lessee by the Lessor upon the expiration of such Equipment
Schedule and return of all Equipment, provided that all Lessee obligations
under such Equipment Schedule have been fulfilled.

5.      INSTALLATION, USE AND QUIET POSSESSION OF EQUIPMENT:

        (a) Lessee, at its own expense, will provide the required suitable
electric current to operate the Equipment and appropriate installation
facilities as specified by the manufacturer.

        (b) Any equipment, cards, disks, tapes or other items not specified in
the Equipment Schedule(s) which are used on or in connection with the Equipment
must meet the specifications of the manufacturer and shall be acquired by
Lessee at its own expense.

        (c) Lessee shall use the Equipment solely in connection with Lessee's
business and for no other purpose. Subject to the preceding sentence, Lessee
shall be entitled to unlimited usage of the Equipment without extra charge by 
Lessor.

        (d) Unless otherwise set forth in the applicable Equipment Schedule,
Lessee will at all times keep the Equipment in its sole possession and control.
The Equipment shall not be moved from the location stated in the applicable
Equipment Schedule without the prior written consent of Lessor.

        (e) After prior notice to Lessor, Lessee may, at its own expense, make
alterations in or add attachments to the Equipment, provided such alterations
or attachments do not interfere with the normal and satisfactory operation or
maintenance of the Equipment or with Lessee's ability to obtain and maintain
the maintenance contract required by Section 5(h) hereof. The manufacturer or
other organization selected by Lessee and approved in writing by Lessor, (which
consent shall not be unreasonably withheld) to maintain the Equipment
("Maintenance Organization") may incorporate engineering changes or make
temporary alterations to the Equipment upon request of Lessee. All such
alterations and attachments shall be and become the property of Lessor or, at
the option of Lessee, shall be removed by Lessee and the Equipment restored, at
Lessee's expense, to its original condition as of the Installation Date
thereof, reasonable wear and tear only excepted, and upon the removal and
restoration, the alteration and/or attachment which was made by Lessee shall
become the property of Lessee.

        (f) So long as Lessee is not in default hereunder, neither Lessor nor
any party claiming through or under Lessor shall interfere with Lessee's use or
possession of any Equipment during the term of this Lease.


                                       3

<PAGE>   9
        (g) Lessee shall, during the term of this Lease, at its expense, keep
the Equipment in good working order and condition and make all necessary
adjustments, repairs and replacements and shall not use or permit the Equipment
to be used in any manner or for any purpose for which, in the opinion of the
manufacturer, the Equipment is not designed or reasonably suitable.

        (h) Unless otherwise set forth in the applicable Equipment Schedule,
Lessee shall, during the term of this Lease, at its own expense, enter into and
maintain in force a contract with the manufacturer or the Maintenance
Organization covering at least prime shift maintenance of the Equipment. Such
contract shall commence upon expiration of the manufacturer's warranty period,
if any, relating to such item. Lessee shall furnish Lessor with a copy of such 
contract(s).

        (i) At the termination of the applicable Equipment Schedule, Lessee
shall, at its expense, return not less than all the Equipment subject thereto
to Lessor (at the location designated by Lessor within the Continental United
States) in the same operating order, repair, condition and appearance as on the
Installation Date, reasonable wear and tear only excepted, with all engineering
and safety changes prescribed by the manufacturer or Maintenance Organization
incorporated therein. Lessee shall, prior to such termination, arrange and pay
for any repairs, changes and manufacturer's certifications as are necessary for
the manufacturer or Maintenance Organization to accept the Equipment under
contract maintenance at its then standard rates. Lessee shall return all
accessories supplied with the Equipment, including but not limited to all
manuals, cables and software diskettes. Lessee shall promptly pay, after
receipt of an invoice therefore, all costs and expenses pertaining to the
replacement of any missing items and for the repair of any Equipment, together
with any audit, inspection or certification charges reasonably incurred by 
Lessor.

6.      LEASEHOLD RIGHTS AND INSPECTION:

        (a) Lessee shall have no interest in the Equipment other than the
rights acquired as a lessee hereunder and the Equipment shall remain personalty
regardless of the manner in which it may be installed or attached. Lessee
shall, at Lessor's request, affix to the Equipment, tags, decals or plates
furnished by Lessor, indicating Lessor's ownership and Lessee shall not permit
their removal or concealment. Lessee shall replace any such tag, decal or plate
which may be removed or destroyed or become illegible. Lessee shall keep all
Equipment free from any marking or labeling which might be interpreted as a
claim of ownership thereof by Lessee or any party other than Lessor or anyone
claiming through Lessor.

        (b) Lessee shall keep the Equipment free and clear of all liens and
encumbrances except liens or encumbrances arising through the actions or
omissions of Lessor. Lessee shall not assign or otherwise encumber this Lease
or any of its rights hereunder or sublease the Equipment without the prior
written consent of Lessor except that Lessee may assign this Lease or sublease
the Equipment to its parent or any subsidiary corporation, or to a corporation
which shall have acquired all or substantially all of the property of Lessee by
merger, consolidation or purchase. No permitted assignment or sublease shall
relieve Lessee of any of its obligations hereunder.

        (c) Lessor or its agents shall have free access to the Equipment at all
reasonable times for the purpose of inspection and for any other purpose
contemplated by this Lease.


                                       4
<PAGE>   10
        (d) Lessee shall immediately notify Lessor of all details concerning
any damage to, or loss of, the Equipment arising out of any event or occurrence
whatsoever, including but not limited to, the alleged or apparent improper
manufacture, functioning or operation of the Equipment.

7.      NO WARRANTIES BY LESSOR:

        Lessee represents that, at the Installation Date thereof, it shall have
(a) thoroughly inspected the Equipment; (b) determined for itself that all
items of Equipment are of a size, design, capacity and manufacture selected by
it; and (c) satisfied itself that the Equipment is suitable for Lessee's
purposes. LESSOR SUPPLIES THE EQUIPMENT AS IS AND NOT BEING THE MANUFACTURER OF
THE EQUIPMENT, THE MANUFACTURER'S AGENT OR THE SELLER'S AGENT, MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED AS TO THE EQUIPMENT'S
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY,
CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE,  it
being agreed that all such risks, as between Lessor and Lessee, are to be
borne by Lessee. Lessee agrees to look solely to the manufacturer or to
suppliers of the Equipment for any and all warranty claims and any and all
warranties made by the manufacturer or the supplier of Lessor are, to the
extent to which the same may be assignable, hereby assigned to Lessee for the
term of the applicable Equipment Schedule. Lessee agrees that Lessor shall not
be responsible for the delivery, installation, maintenance, operation or
service of the Equipment or for delay or inadequacy of any or all of the
foregoing. Lessor shall not be responsible for any direct or consequential loss
or damage resulting from the installation, operation or use of the Equipment or
otherwise. Lessee will defend, indemnify and hold Lessor harmless against any
and all claims, demands and liabilities arising out of or in connection with
the design, manufacture, possession or operation of the Equipment.

8.      RISK OF LOSS ON LESSEE:

        (a) Beginning on the Installation Date thereof and continuing until the
Equipment is returned to Lessor as provided in this Lease, Lessee relieves
Lessor of responsibility for all risks of physical damage to or loss or
destruction of the Equipment, howsoever caused. During the term of this Lease
as to any Equipment Schedule, Lessee shall, at its own expense, keep in effect
"all risk" property insurance and public liability insurance policies covering
the Equipment designated in each Equipment Schedule. The public liability
insurance policy shall be in such amount as is reasonably acceptable to Lessor.
The "all risk" property insurance policy shall be for an amount not less than
the replacement cost of the Equipment. Lessor, its successors and assigns
and/or such other party as may be designated by any thereof to Lessee, in
writing, shall be named as additional insureds and loss payees on such
policies, which shall be written by an insurance company of recognized
responsibility which is reasonably acceptable to Lessor. Evidence of such
insurance coverage shall be furnished to Lessor no later than the Installation
Date set forth in the Equipment Schedule(s) and, from time to time, thereafter
as Lessor may request. Such policies shall provide that no less than ten days
written notice shall be given Lessor and any other party named as loss payee
prior to cancellation of such policies for any reason. To the extent of
Lessor's interest therein, Lessee hereby irrevocably appoints Lessor or any
other party named as loss payee as Lessee's attorney-in-fact coupled with an
interest to make claim for, receive payment of, and execute any and all
documents that may be required to be provided to the insurance carrier in

                                       5
<PAGE>   11
substantiation of any such claim for loss or damage under said insurance
policies, and to endorse Lessee's name to any and all drafts or checks in
payment of the loss proceeds.

        (b) If any item of Equipment is rendered unusable as a result of any
physical damage to, or destruction of, the Equipment, Lessee shall give to
Lessor immediate notice thereof and this Lease shall continue in full force and
effect without any abatement of rental. Lessee shall determine, within fifteen
(15) days after the date of occurrence of such damage or destruction, whether
such item of Equipment can be repaired. In the event Lessee determines that the
item of Equipment cannot be repaired, Lessee shall either, at its expense,
promptly replace such item of Equipment with equal or greater fair market value
and convey title to such replacement to Lessor free and clear of all liens and
encumbrances, and this Lease shall continue in full force and effect as though
such damage or destruction had not occurred, or pay Lessor therefor in cash the
Stipulated Loss Value (defined below) within sixty (60) days of such loss or
damage or sooner if received earlier. "Stipulated Loss Value," as used herein,
shall be an amount as shown on Exhibit A to the applicable Equipment Schedule.
In the event Lessee determines that such item of Equipment can be repaired,
Lessee shall cause such item of Equipment to be promptly repaired. All proceeds
of insurance received by Lessor, the designated loss payee, or Lessee under the
policy referred to in the preceding paragraph of this Section shall be applied
toward the cost of any such repair, replacement, or Stipulated Loss Value if
applicable so long as Lessee shall not be in default of its obligations 
hereunder.

9.      EVENTS OF DEFAULT AND REMEDIES:

        The occurrence of any one of the following shall constitute an Event of
Default hereunder:

        (a) Lessee fails to pay an installment of rent on or before the date
when the same becomes due and payable and such failure continues for a period
of ten (10) days;

        (b) Lessee attempts to remove, sell, transfer, encumber, sublet or part
with possession of the Equipment or any items thereof, except as expressly
permitted herein.

        (c) Lessee shall fail to observe or perform any of the other
obligations required to be observed or performed by Lessee hereunder and such
failure shall continue uncured for ten (10) days after written notice thereof
to Lessee by Lessor or the then assignee hereof.

        (d) Lessee ceases doing business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
its debts as they become due, files a voluntary petition of bankruptcy, is
adjudicated a bankrupt or an insolvent, files a petition seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar arrangement under any present or future statute, law or
regulation or files an answer admitting the material allegations of the
petition filed against it in any such proceeding, consents to or acquiesces in
the appointment of a trustee, receiver, or liquidator of it or of all or any
substantial part of its assets or properties, or if it or its shareholders
shall take any action looking to its dissolution or liquidation.

<PAGE>   12
        (e) Within thirty (30) days after the commencement of any proceedings
against Lessee seeking reorganization, arrangement, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, such proceedings shall not have been dismissed, or if within thirty
(30) days after the appointment without Lessee's consent or acquiescence of any
trustee, receiver or liquidator of it or of all or any substantial part of its
assets and properties, such appointment shall not be vacated.

        (f) Lessee defaults in the performance or observation of any term,
condition or covenant of any loan agreement, indenture, trust agreement, lease
or similar agreement to which Lessee is a party or by which Lessee is bound and
such default continues beyond any applicable cure period;

        (g) Lessee enters into any transaction which adversely affects a
significant portion of the business value of Lessee and which affects the
ability of the Lessee to repay the Lessee's obligations under the Lease.

        Upon the occurrence of an Event of Default, Lessor may at its option do
any one or more of the following: (i) by notice to Lessee terminate this Lease
as to any or all Equipment Schedules; (ii) whether or not this Lease is
terminated as to any or all Equipment Schedules, take possession on not less
than ten (10) days' notice of any or all of the Equipment listed on any or all
Equipment Schedules, wherever situated, and for such purpose, enter upon any
premises without liability for so doing or Lessor may cause Lessee and Lessee
hereby agrees, to return said Equipment to Lessor as provided in this Lease;
(iii) recover from Lessee, as liquidated damages for loss of a bargain and not
as a penalty, all past due amounts as well as an amount equal to the present
value of all monies to be paid by Lessee during the remaining Initial Term or
any successive period then in effect, calculated by discounting at the rate of
six percent (6%) per annum compounded monthly, which payment shall become
immediately due and payable; and (iv) sell, dispose of, hold, use or lease any
Equipment as Lessor in its sole discretion may determine (and Lessor shall not
be obligated to give preference to the sale, lease or other disposition of the
Equipment over the sale, lease or other disposition of similar equipment owned
or leased by Lessor).

        In the event that Lessee shall have first paid to Lessor or its
assigns the liquidated damages referred to in (iii) above, Lessee shall
thereafter be entitled to receive all rentals or proceeds received from any
reletting or sale of the Equipment during the balance of the Initial Term
(after deduction of Lessor's expected residual value of the Equipment at the
expiration of the Initial Term or any extension thereof and of all expenses
incurred in connection therewith) said amount never to exceed the amount of the
liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no
obligation to sell the Equipment. Lessee shall in any event remain fully liable
for reasonable damages as provided by law and for all costs and expenses
incurred by Lessor or its assigns on account of such default including but not
limited to all court costs and reasonable attorney's fees. Lessor shall use
reasonable efforts to mitigate such damages by reletting the Equipment. Lessee
hereby agrees that, in any event, it will be liable for any deficiency after
any lease or other disposition of the Equipment. The rights afforded Lessor
hereunder shall not be deemed to be exclusive, but shall be in addition to any
rights or remedies provided by law.

10.     NET LEASE:



                                       7
<PAGE>   13
        Except as otherwise specifically provided in this Lease, it is
understood and agreed that this is a net lease, and that, as between Lessor and
Lessee, Lessee shall be responsible for all costs and expenses of every nature
whatsoever arising out of or in connection with or related to this Lease or the
Equipment (including, but not limited to, transportation in and out, rigging,
manufacturer's approved packing, installation, certification costs and
disconnect charges). Lessee hereby agrees that in the event that Lessee fails
to pay or perform any obligation under this Lease, Lessor may, at its option,
pay or perform said obligation and any payment made or expense incurred by
Lessor in connection therewith shall become additional rent which shall be due
and payable by Lessee upon demand. Lessee acknowledges that Lessor may, from
time to time, and at Lessee's request, execute and deliver purchase orders
pertaining to the purchase of equipment to be leased pursuant to this Lease.
Lessee agrees that it will indemnify and hold Lessor harmless from and against
any and all loss, cost, liability and expense that Lessor may incur as a result
of the execution and delivery of such purchase orders.

11.     ASSIGNMENT:

        Lessee agrees that Lessor may transfer or assign all or any part of
Lessor's right, title, and interest in, under or to the Equipment and this Lease
and any or all sums due or to become due pursuant to any of the above, to any
third party (the "Assignee") for any reason and that the Assignee may so
re-assign and transfer. Lessee agrees that upon receipt of written notice from
Lessor or Assignee of such assignment, Lessee shall perform all of its
obligations hereunder for the benefit of Assignee and any successor assignee
and, if so directed, shall pay all sums due or to become due thereunder
directly to the Assignee or to any other party designated by the Assignee.
Lessee hereby covenants, represents and warrants as follows and agrees that the
Assignee and any successor assignee shall be entitled to rely on and shall be
considered a third party beneficiary of the following covenants,
representations and warranties: (i) Lessee's obligations hereunder are absolute
and unconditional and are not subject to any abatement, reduction, recoupment,
defense, offset or counterclaim available to Lessee for any reason whatsoever
including operation of law, defect in the Equipment, failure of Lessor or
Assignee to perform any of its obligations hereunder or for any other cause or
reason whatsoever, whether similar or dissimilar to the foregoing; (ii) Lessee
shall not look to Assignee or any successor assignee to perform any of Lessor's
obligations hereunder; (iii) Lessee will not amend or modify this Agreement
without the prior written consent of the Assignee and any successor assignee;
and (iv) Lessee will send a copy to Assignee and any successor assignee of each
notice which Lessee sends to Lessor.

12.     REPRESENTATIONS AND WARRANTIES OF LESSEE:

        Lessee represents and warrants to Lessor and its assigns, as follows:

        1. The execution, delivery and performance of this Lease has been duly
authorized and, upon execution by Lessor and Lessee, will constitute a valid
obligation binding upon and enforceable against Lessee in accordance with its
terms, subject to laws governing creditors' rights;

        2. The performance by Lessee will not result in any breach, default or
violation of, Lessee's certificate of incorporation or by-laws or any agreement
to which Lessee is a party;

                                       8

<PAGE>   14
        3. Lessee is in good standing in its jurisdiction of incorporation and
in any jurisdiction in which any of the Equipment is to be located; and

        4. Any and all financial statements or other information with respect
to Lessee heretofore furnished by Lessee to Lessor was, when furnished, and
remains at the time of execution of this Lease, true and complete.

        Lessor represents and warrants to Lessee as follows:

        1. The execution, delivery and performance of this Lease has been duly
authorized and, upon execution by Lessor and Lessee, will constitute a valid
obligation binding upon and enforceable against Lessor in accordance with its
terms, subject to laws governing creditors' rights; and

        2. The performance by Lessor will not result in any breach, default or
violation of, Lessor's certificate of incorporation or by-laws or any agreement
to which Lessor is a party;

        The foregoing representations and warranties shall survive the
expiration or termination of this Lease.

13.     END OF LEASE:

        Provided (i) no Event of Default has occurred and is continuing and
(ii) Lessee has made all payments in accordance with the Lease, upon written
notice furnished by Lessee no later than four (4) months prior to the
expiration of the Initial Term, Lessee may, with respect to each Equipment
Schedule (if set forth in such Equipment Schedule) either:

        (a) Extend the Initial Term for the Equipment (i) for the additional
period set forth on the applicable Equipment Schedule, and (ii) at the Monthly
Rental set forth on the Equipment Schedule. Provided all payments have been
made in accordance with the Lease and there shall be no default under the Lease
by Lessee, title to the Equipment shall pass to Lessee at the expiration of
that extension and upon payment of $1.00.;

        (b) Extend the Initial Term for not less than all the Equipment for an
additional 12 months at Fair Market Value rental;

        (c) Purchase not less than all the Equipment at Fair Market Value for a
purchase price equal to the Fair Market Value thereof as of the end of the
Initial Term, plus any taxes applicable at the time of purchase. The purchase
price shall be paid by Lessee to Lessor at least fifteen (15) days before the
expiration of the Initial Term;

        (d) Terminate the applicable Equipment Schedule and return not less
than all the Equipment, subject to a remarketing charge equal to the percentage
set forth in the applicable Equipment Schedule of Lessor's original Purchase
Price for the Equipment. If Lessee desires to

                                       9

<PAGE>   15
purchase less than all of the Equipment of an applicable Schedule, at Lessor's
option, Lessor will sell said Equipment so purchased to Lessee at Fair Market
Value, without Lessee being subject to a remarketing charge; or

        (e) Such other alternatives as may be set forth on the Equipment 
Schedule.

Not less than ninety (90) days prior to the end of the Initial Term, Lessee may
provide written notice to Lessor of Lessee's intention to exercise the purchase
or extension option described above. If, on or before a date sixty (60) days
prior to the expiration of the Initial term Lessor and Lessee are unable to
agree upon a determination of the fair market value of the Equipment, such fair
market value shall be determined in accordance with the procedure for appraisal
as described below. After a determination of the fair market value of the
Equipment has been made in accordance with the procedure described below,
Lessee may exercise its option to purchase the Equipment for the fair market
value thereof by delivering written notice to Lessor not more than ten (10)
days after completion of appraisal as described below.

Appraisal shall mean a procedure whereby two independent appraisers, neither of
whom shall be a manufacturer of such Items of Equipment, one chosen by Lessee
and one by Lessor, shall mutually agree upon the amount in question based upon
the definition set forth below. Each party shall deliver a written notice to
the other party appointing its appraiser on or before a date sixty days prior
to the expiration of the Initial Term. If within fifteen (15) days after
appointment of the two appraisers as described above, the two appraisers are
unable to agree upon the amount in question, a third independent appraiser, who
shall not be a manufacturer of such Items of Equipment, shall be chosen within
five (5) business days thereafter by the mutual consent of such first two
appraisers or, if such first two appraisers fail to agree upon the appointment
of a third appraiser, such appointment shall be made by an authorized
representative of the American Arbitration Association or any organization
successor thereof. The decision of the third appraiser so appointed and chosen
shall be given ten (10) business days after the selection of such third
appraiser. Lessee shall pay the fees and expenses of the appraiser which it
chooses and of the third independent appraiser; and the first $1,500 of the
fees and expenses of the appraiser chosen by Lessor.

For purposes hereof, Fair Market Value shall mean the amount that would obtain
in a retail arm's length transaction between an informed and willing
lessee-buyer in possession and an informed and willing lessor-seller. Rental
charges previously paid pursuant to the applicable Equipment Schedule shall
have no effect on the determination of Fair Market Value. Unless otherwise
stated in the Equipment Schedule: the Fair Market Value for items set forth on
the Equipment Schedule which do not have a readily ascertainable market value,
(including but not limited to software, cabling and certain equipment) shall be
determined by multiplying the Lessor's acquisition cost of such items by a
fraction, the numerator of which shall be the Fair Market Value of the other
items and the denominator of which shall be the Lessor's acquisition cost of
such other items; and the determination of Fair Market Value shall be based
upon the assumption that all items set forth on the Equipment Schedule or
included with the Equipment may be transferred to, and used by, a third party
user. In such determination, all alternative uses in the hands of each buyer or 
lessee,


                                       10
<PAGE>   16
including, without limitation, the further leasing of the Equipment shall be
taken into account in making such determination.

If, for any reason, the parties are unable to agree on the Fair Market Value
with respect to said purchase or rental, then the Lease with respect to the
Equipment shall remain in full force and effect. Thereafter, the Lease with
respect to the Equipment shall be governed by such alternative as Lessee may
select pursuant to the terms of Section 13.

14.     MISCELLANEOUS:

        (a) During the term of this Lease, Lessee hereby agrees to deliver to
Lessor or Assignee and any successor assignee a copy of JMAR Industries, Inc.'s
quarterly unaudited financial statements, and the annual financial budget for
the upcoming year as soon as available and as it may be adjusted during the
year. Lessee shall also furnish, as soon as available and in any event within
ninety (90) days after the last day of Lessee's fiscal year, a copy of JMAR
Industries, Inc.'s annual audited statements and consolidating and consolidated
balance sheet, if any, as of the end of such fiscal year, accompanied by the
opinion of an independent certified public accounting firm of recognized
standing. In the event California ASIC Technical Services, Inc. prepares annual
audited financial statement, said statements shall be forwarded to Lessor as
soon as available and in any event within ninety (90) days after the last day of
Lessee's fiscal year. The Lessee shall furnish such other financial information
as may be reasonably requested by Lessor.

        (b) This Lease constitutes the entire agreement between Lessee and
Lessor with respect to the Equipment, and except as agreed upon in writing no
covenant, condition or other term or provision hereof may be waived or modified
orally.

        (c) All notices hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, or by
facsimile transmission (confirmed by registered mail as set forth in this
section) to the address of the other party as set forth herein or to such other
address as such party shall have designated by proper notice.

        (d) This Lease shall be binding upon and inure to the benefit of Lessor
and Lessee and their respective successors and assigns (including any
subsequent assignee of Assignee).

        (e) If any term or provision of this Lease or the application thereof
to any person is, to any extent, invalid or unenforceable, the remainder of
this Lease, or the application of such provision to the person other than those
to which it is invalid or unenforceable, shall not be affected thereby, and
each provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

        (f) No waiver of any of the terms and conditions hereof shall be
effective unless in writing and signed by the party against whom such waiver is
sought to be enforced. Any waiver of the terms hereof shall be effective only
in the specific instance and for the specific purpose given. The subsequent
acceptance of rental payments hereunder by Lessor shall not be deemed a waiver
of any

                                       11
<PAGE>   17
prior existing breach by Lessee regardless of Lessor's knowledge of such prior
existing breach at the time of acceptance of such rental payments.

        (g) Lessor is hereby authorized by Lessee to cause this Lease or other
instruments, including Uniform Commercial Code Financing Statements to be filed
or recorded for the purpose of showing Lessor's interest in the Equipment and
Lessee agrees that Lessor may execute such instruments for and on behalf of
Lessee. All filing fees reasonably incurred by Lessor in connection therewith
and filing fees incurred by Lessor's assignees in perfecting security interests
shall be paid by Lessee or reimbursed to Lessor by Lessee.

        (h) In the event of any conflict between the terms and conditions of
this Lease and the terms and conditions of any Equipment Schedule(s) or
Rider(s) thereto, the terms and conditions of such Equipment Schedule(s) or
Rider(s) shall prevail.

        (i) No consent or approval provided for herein shall be binding upon
Lessor unless signed on its behalf by an officer of Lessor. THIS LEASE SHALL BE
DEEMED TO HAVE BEEN MADE IN THE STATE OF CONNECTICUT AND SHALL BE GOVERNED IN
ALL RESPECTS BY THE LAWS OF SUCH STATE. The Lessee accepts for itself the
non-exclusive jurisdiction of any Federal or State court of competent
jurisdiction in the State of Connecticut in any action, suit or proceeding of
any kind against it which arises out of or by reason of this Lease or any
Equipment Schedule.

        (j) Lessee acknowledges that the late payment by Lessee to Lessor of
monthly rental and other sums due hereunder will cause Lessor harm and to
incur costs not contemplated by this Lease, the precise amount and severity of
which will be difficult to ascertain. Such costs include, but are not limited
to, administrative, accounting and legal charges which Lessor may incur due to
such late payment. Accordingly, if any monthly rent or any other sum due from
Lessee shall not be received by Lessor or Lessor's assignee within twenty (20)
days after the same is due, Lessee shall pay to Lessor or Lessor's assignee a
late charge equal to five per cent (5%) of such overdue amount monthly until
such overdue amount is paid or if such charge shall exceed the maximum charge
allowed by law, then at such maximum charge. Lessee acknowledges that such
late charge represents a fair and reasonable estimate of the cost Lessor will
incur by reason of a late payment by Lessee. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's default, if any, with
respect to such overdue amounts, nor prevent Lessor from exercising any of the
other rights and remedies which Lessor may have pursuant to this Lease.

        (k) The obligations which Lessee is required to perform during the term
of this Lease shall survive the expiration or other termination of this Lease.

        (l) Lessee will promptly execute and deliver to Lessor such further
documents and assurances and take such further action as Lessor may reasonably
request in order to effectuate the intent and purpose of this Lease and to
establish and protect the rights, interests and remedies intended to be created
in favor of Lessor hereunder, including without limitation, the execution and
filing of financing statements and continuation statements with respect to this
Lease, the Equipment


                                       12
<PAGE>   18
and any Equipment Schedule. Lessee authorizes Lessor to effect any such filing
and Lessor's reasonable expenses (together with the reasonable expenses of
Lessor's assignees in this regard) shall be payable by Lessee on demand.



LESSOR:                                         LESSEE:

Leasing Technologies International, Inc.        JMAR Industries, Inc.

BY: /s/ Arnold J. Hoegler                       BY: /s/ Dennis E. Valentine
   -------------------------------------            ----------------------------

NAME:  Arnold J. Hoegler                        NAME: Dennis E. Valentine
     -----------------------------------             ---------------------------
TITLE:  Executive Vice President                TITLE: Chief Financial Officer
      ----------------------------------              --------------------------

DATE:   11/6/96                                 DATE:  October 18, 1996
     -----------------------------------              --------------------------

                                                California ASIC Technical
                                                Services, Inc. 

                                                BY: /s/ Marvin W. Sepe
                                                   -----------------------------

                                                NAME: Marvin W. Sepe
                                                     ---------------------------

                                                TITLE: Exec V.P./Gen. Mgr
                                                      --------------------------

                                                DATE: October 21, 1996
                                                      --------------------------