<PAGE>

                                                                     EXHIBIT 4.6

                                FORM OF WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF WITHOUT EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (II) AN
OPINION OF COUNSEL, IN A FORM REASONABLE ACCEPTABLE TO THE COMPANY, THAT SUCH
TRANSFER MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION UNDER SAID ACT OR
(III) SUCH TRANSFER BEING MADE PURSUANT TO RULE 144 UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.

                            JMAR TECHNOLOGIES, INC.

                                    WARRANT

Warrant No.: __________
Number of Shares: _____________
Date of Issuance: February 1, 2005 ("ISSUANCE DATE")


JMAR Technologies, Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that, for value received, the receipt and sufficiency of which are
hereby acknowledged, [ASSIGNEES OF SOURCE CAPITAL GROUP, INC.], the registered
holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to
the terms set forth below, to purchase from the Company, at the Exercise Price
(as defined below) then in effect, at any time or times on or after the date
hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as
defined below), [One Hundred Eight Thousand Eight Hundred Seventy-One
(108,871)] fully paid nonassessable shares of Common Stock (as defined below)
(the "WARRANT SHARES").  Except as otherwise defined herein, capitalized terms
in this Warrant shall have the meanings set forth in Section 15.

      1.    EXERCISE OF WARRANT.

            (a)   Mechanics of Exercise.  Subject to the terms and conditions
hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder on any day on or after the
date hereof, in whole or in part, by (i) delivery of a written notice, in the
form attached hereto as Exhibit A (the "EXERCISE NOTICE"), of the Holder's
election to exercise this Warrant and (ii) (A) payment to the Company of an
amount equal to the applicable Exercise Price multiplied by the number of
Warrant Shares as to which this Warrant is being exercised (the "AGGREGATE
EXERCISE PRICE") in cash or wire transfer of immediately available funds or (B)
by notifying the Company that this Warrant is being
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exercised pursuant to a Cashless Exercise (as defined in Section 1(d)).
The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder. Execution and delivery of the Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the
first Business Day following the date on which the Company has received each of
the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless
Exercise) (the "EXERCISE DELIVERY DOCUMENTS"), the Company shall transmit by
facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery
Documents to the Holder and the Company's transfer agent (the "TRANSFER AGENT").
On or before the third Business Day following the date on which the Company has
received all of the Exercise Delivery Documents (the "SHARE DELIVERY DATE"), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company ("DTC") Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise to the Holder's
or its designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company's share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Notice and
Aggregate Exercise Price referred to in clause (ii)(A) above or notification to
the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall
be deemed for all corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant
Shares. If this Warrant is submitted in connection with any exercise pursuant to
this Section 1(a) and the number of Warrant Shares represented by this Warrant
submitted for exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in
no event later than three Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 7(d)) representing the
right to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional shares of Common Stock are to
be issued upon the exercise of this Warrant, but rather the number of shares of
Common Stock to be issued shall be rounded up to the nearest whole number. The
Company shall pay any and all taxes which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.

            (b)   Exercise Price.  For purposes of this Warrant, "EXERCISE
PRICE" means $1.80, subject to adjustment as provided herein.

            (c)   Cashless Exercise.  Notwithstanding anything contained herein
to the contrary, if a Registration Statement covering the Warrant Shares that
are the subject of the Exercise Notice (the "UNAVAILABLE WARRANT SHARES") is
not available for the resale of such Unavailable Warrant Shares, the Holder
may, in its sole discretion, exercise this Warrant in whole or in part and, in
lieu of making the cash payment otherwise contemplated to be made to the
Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to

                                      -2-
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receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "CASHLESS EXERCISE"):

                  Net Number = (A x B) - (A x C)
                               -----------------
                                       B

                  For purposes of the foregoing formula:

            A = the total number of shares with respect to which this Warrant
            is then being exercised.

            B = the Closing Sale Price of the shares of Common Stock (as
            reported by Bloomberg) on the date immediately preceding the date
            of the Exercise Notice.

            C= the Exercise Price then in effect for the applicable Warrant
            Shares at the time of such exercise.


            (d)   Disputes.  In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that
are not disputed and resolve such dispute in accordance with Section 12.

            (e)   Limitations on Exercises.

                  (i)   Beneficial Ownership.  The Company shall not effect the
      exercise of this Warrant, and the Holder shall not have the right to
      exercise this Warrant, to the extent that after giving effect to such
      exercise, such Person (together with such Person's affiliates) would
      beneficially own in excess of 4.99% of the shares of Common Stock
      outstanding immediately after giving effect to such exercise.  For
      purposes of the foregoing sentence, the aggregate number of shares of
      Common Stock beneficially owned by such Person and its affiliates shall
      include the number of shares of Common Stock issuable upon exercise of
      this Warrant with respect to which the determination of such sentence is
      being made, but shall exclude shares of Common Stock which would be
      issuable upon (i) exercise of the remaining, unexercised portion of this
      Warrant beneficially owned by such Person and its affiliates and (ii)
      exercise or conversion of the unexercised or unconverted portion of any
      other securities of the Company beneficially owned by such Person and its
      affiliates (including, without limitation, any convertible notes or
      convertible preferred stock or warrants) subject to a limitation on
      conversion or exercise analogous to the limitation contained herein.
      Except as set forth in the preceding sentence, for purposes of this
      paragraph, beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Securities Exchange Act of 1934, as amended.  For
      purposes of this Warrant, in determining the number of outstanding shares
      of Common Stock, the Holder may rely on the number of outstanding shares
      of Common Stock as reflected in (1) the Company's most recent Form 10-K,
      Form 10-Q, Current Report on Form 8-K or other public filing with the
      Securities and Exchange Commission, as the case may be, (2) a more recent
      public announcement by the Company or (3) any other

                                      -3-
<PAGE>

     notice by the Company or the Transfer Agent setting forth the number of
     shares of Common Stock outstanding. For any reason at any time, upon the
     written or oral request of the Holder, the Company shall within one
     Business Day confirm orally and in writing to the Holder the number of
     shares of Common Stock then outstanding. In any case, the number of
     outstanding shares of Common Stock shall be determined after giving effect
     to the conversion or exercise of securities of the Company, including the
     SPA Warrants, by the Holder and its affiliates since the date as of which
     such number of outstanding shares of Common Stock was reported.

                  (ii)  Principal Market Regulation.  The Company shall not be
      obligated to issue any shares of Common Stock upon exercise of this
      Warrant if the issuance of such shares of Common Stock would exceed that
      number of shares of Common Stock which the Company may issue upon
      exercise of this Warrant without breaching the Company's obligations
      under the rules or regulations of the Principal Market (the "EXCHANGE
      CAP"), except that such limitation shall not apply in the event that the
      Company (A) obtains the approval of its shareholders as required by the
      applicable rules of the Principal Market for issuances of shares of
      Common Stock in excess of such amount or (B) obtains a written opinion
      from outside counsel to the Company that such approval is not required,
      which opinion shall be reasonably satisfactory to the Required Holders.
      Until such approval or written opinion is obtained, no Buyer shall be
      issued, upon exercise of any SPA Warrants, shares of Common Stock in an
      amount greater than the product of the Exchange Cap multiplied by a
      fraction, the numerator of which is the total number of shares of Common
      Stock issued to such Buyer pursuant to the Securities Purchase Agreement
      on the Issuance Date and the denominator of which is the aggregate number
      of shares of Common Stock issued to the Buyers pursuant to the Securities
      Purchase Agreement on the Issuance Date (with respect to each Buyer, the
      "EXCHANGE CAP ALLOCATION").  In the event that any Buyer shall sell or
      otherwise transfer any of such Buyer's SPA Warrants, the transferee shall
      be allocated a pro rata portion of such Buyer's Exchange Cap Allocation,
      and the restrictions of the prior sentence shall apply to such transferee
      with respect to the portion of the Exchange Cap Allocation allocated to
      such transferee.  In the event that any holder of SPA Warrants shall
      exercise all of such holder's SPA Warrants into a number of shares of
      Common Stock which, in the aggregate, is less than such holder's Exchange
      Cap Allocation, then the difference between such holder's Exchange Cap
      Allocation and the number of shares of Common Stock actually issued to
      such holder shall be allocated to the respective Exchange Cap Allocations
      of the remaining holders of SPA Warrants on a pro rata basis in
      proportion to the shares of Common Stock underlying the SPA Warrants then
      held by each such holder.  In the event that the Company is prohibited
      from issuing any Warrant Shares for which an Exercise Notice has been
      received as a result of the operation of this Section 1(f)(ii), the
      Company shall pay cash in exchange for cancellation of such Warrant
      Shares, at a price per Warrant Share equal to the difference between the
      Closing Sale Price and the Exercise Price as of the date of the attempted
      exercise.

      2.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

            Adjustment upon Subdivision or Combination of Common Stock.  If the

                                      -4-
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Company at any time after the date of issuance of this Warrant subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time after the date of issuance
of this Warrant combines (by combination, reverse stock split or otherwise) one
or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(b) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

      3.    RIGHTS UPON DISTRIBUTION OF ASSETS.

            If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "DISTRIBUTION"), at any time
after the issuance of this Warrant, then, in each such case:

            (a)   any Exercise Price in effect immediately prior to the close
of business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of
the close of business on such record date, to a price determined by multiplying
such Exercise Price by a fraction of which (i) the numerator shall be the
Closing Bid Price of the Common Stock on the trading day immediately preceding
such record date minus the value of the Distribution (as determined in good
faith by the Company's Board of Directors) applicable to one share of Common
Stock, and (ii) the denominator shall be the Closing Bid Price of the Common
Stock on the trading day immediately preceding such record date; and

            (b)   the number of Warrant Shares shall be increased to a number
of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination
of holders of Common Stock entitled to receive the Distribution multiplied by
the reciprocal of the fraction set forth in the immediately preceding paragraph
(a); provided that in the event that the Distribution is of common stock
("OTHER COMMON STOCK") of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder
of this Warrant may elect to receive a warrant to purchase Other Common Stock
in lieu of an increase in the number of Warrant Shares, the terms of which
shall be identical to those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Common Stock that would have
been payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding paragraph (a) and the number
of Warrant Shares calculated in accordance with the first part of this
paragraph (b).

                                      -5-
<PAGE>

      4.    PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

            (a)   Purchase Rights.  In addition to any adjustments pursuant to
Section 2 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of
shares of Common Stock (the "PURCHASE RIGHTS"), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on the exercise of this
Warrant) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

            (b)   Fundamental Transactions.  The Company shall not enter into
or be party to a Fundamental Transaction unless (i) the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant and the
other Transaction Documents in accordance with the provisions of this Section
(4)(b) pursuant to written agreements in form and substance satisfactory to the
Required Holders and approved by the Required Holders prior to such Fundamental
Transaction, including agreements to deliver to each holder of Warrants in
exchange for such Warrants a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant,
including, without limitation, an adjusted exercise price equal to the value for
the shares of Common Stock reflected by the terms of such Fundamental
Transaction, and exercisable for a corresponding number of shares of capital
stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and satisfactory to the
Required Holders and (ii) the Successor Entity (including its Parent Entity) is
a publicly traded corporation whose common stock is quoted on or listed for
trading on an Eligible Market.  Upon the occurrence of any Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of
this Warrant referring to the "Company" shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Warrant with the same effect as
if such Successor Entity had been named as the Company herein.  Upon
consummation of the Fundamental Transaction, the Successor Entity shall deliver
to the Holder confirmation that there shall be issued upon exercise of this
Warrant at any time after the consummation of the Fundamental Transaction, in
lieu of the shares of the Common Stock (or other securities, cash, assets or
other property) purchasable upon the exercise of the Warrant prior to such
Fundamental Transaction, such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had this Warrant been converted immediately
prior to such Fundamental Transaction, as adjusted in accordance with the
provisions of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the consummation of any Fundamental Transaction
pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common
Stock (a "CORPORATE EVENT"), the Company shall make appropriate provision to
insure that the Holder will thereafter have the right to receive

                                      -6-
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upon an exercise of this Warrant at any time after the consummation of the
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of the Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had the Warrant been exercised immediately prior
to such Fundamental Transaction. Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the
Required Holders. The provisions of this Section shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events and shall be
applied without regard to any limitations on the exercise of this Warrant.

      5.    NONCIRCUMVENTION.

            The Company hereby covenants and agrees that the Company will not,
by amendment of its Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all
action as may be required to protect the rights of the holder of this Warrant.
Without limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, (ii) will
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (iii) will, so long as any
of the SPA Warrants are outstanding, take all action necessary to reserve and
keep available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the exercise of the SPA Warrants, 100% of the number of
shares of Common Stock as shall from time to time be necessary to effect the
exercise of the SPA Warrants then outstanding (without regard to any
limitations on exercise).

      6.    HOLDER NOT DEEMED A STOCKHOLDER.

            Except as otherwise specifically provided herein, no holder, solely
in such Person's capacity as a holder, of this Warrant shall be entitled to
vote or receive dividends or be deemed the holder of shares of the Company for
any purpose, nor shall anything contained in this Warrant be construed to
confer upon the holder hereof, solely in such Person's capacity as a holder of
this Warrant, any of the rights of a shareholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant.  In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on such holder
to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the
Company or by creditors of the Company.  Notwithstanding this Section 6, the
Company will provide the holder of this Warrant with copies of the same notices
and other information given to the stockholders of the Company generally,
contemporaneously with the

                                      -7-
<PAGE>

giving thereof to the stockholders, except for those notices and other
information contained within the SEC Documents and available on the SEC's EDGAR
system.

      7.    REISSUANCE OF WARRANTS.

            (a)   Transfer of Warrant.  If this Warrant is to be transferred,
the holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the holder of this Warrant a
new Warrant (in accordance with Section 7(d)), registered as the holder of this
Warrant may request, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less then the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the holder of this Warrant representing
the right to purchase the number of Warrant Shares not being transferred.

            (b)   Lost, Stolen or Mutilated Warrant.  Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the holder of this Warrant
to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Warrant, the Company shall execute and deliver to the
Holder a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.

            (c)   Warrant Exchangeable for Multiple Warrants.  This Warrant is
exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent
the right to purchase such portion of such Warrant Shares as is designated by
the holder of this Warrant at the time of such surrender; provided, however,
that no Warrants for fractional shares of Common Stock shall be given.

            (d)   Issuance of New Warrants.  Whenever the Company is required
to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as
indicated on the face of such new Warrant, the right to purchase the Warrant
Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated
by the holder of this Warrant which, when added to the number of shares of
Common Stock underlying the other new Warrants issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such
new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.

      8.    NOTICES.

            Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement.  The Company shall provide
the holder of this Warrant with prompt written notice of all actions taken
pursuant to this Warrant, including in reasonable detail a

                                      -8-
<PAGE>

description of such action and the reason therefore. Without limiting the
generality of the foregoing, the Company will give written notice to the holder
of this Warrant (i) immediately upon any adjustment of the Exercise Price,
setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock or (B) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in
each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to such holder.

      9.    AMENDMENT AND WAIVER.

            Except as otherwise provided herein, the provisions of this Warrant
may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company
has obtained the written consent of the holders of SPA Warrants representing at
least a majority of the shares of Common Stock obtainable upon exercise of the
SPA Warrants then outstanding; provided that no such action may increase the
exercise price of any SPA Warrant or decrease the number of shares or class of
stock obtainable upon exercise of any SPA Warrant without the written consent
of the holder of this Warrant.  No such amendment shall be effective to the
extent that it applies to less than all of the holders of the SPA Warrants then
outstanding.

      10.   GOVERNING LAW.

            This Warrant shall be construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the
State of Delaware, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Delaware or any other
jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Delaware.

      11.   CONSTRUCTION; HEADINGS.

            This Warrant shall be deemed to be jointly drafted by the Company
and all the Buyers and shall not be construed against any person as the drafter
hereof.  The headings of this Warrant are for convenience of reference and
shall not form part of, or affect the interpretation of, this Warrant.

      12.   DISPUTE RESOLUTION.

            In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the Company shall
submit the disputed determinations or arithmetic calculations via facsimile
within two Business Days of receipt of the Exercise Notice giving rise to such
dispute, as the case may be, to the holder of this Warrant.  If the holder of
this Warrant and the Company are unable to agree upon such determination or
calculation of the Exercise Price or the Warrant Shares within three Business
Days of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two Business Days submit via
facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and

                                      -9-
<PAGE>

approved by the holder of this Warrant or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company's independent, outside
accountant. The Company shall cause at its expense the investment bank or the
accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten Business
Days from the time it receives the disputed determinations or calculations. Such
investment bank's or accountant's determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.

      13.   REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

            The remedies provided in this Warrant shall be cumulative and in
addition to all other remedies available under this Warrant, at law or in
equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the holder of this Warrant
to pursue actual damages for any failure by the Company to comply with the
terms of this Warrant.  The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holder of this Warrant
and that the remedy at law for any such breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach,
the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

      14.   TRANSFER.

            This Warrant may be offered for sale, sold, transferred or assigned
without the consent of the Company, except as may otherwise be required by
Section 2(f) of the Securities Purchase Agreement.

      15.   CERTAIN DEFINITIONS.

            For purposes of this Warrant, the following terms shall have the
following meanings:

            (a)   "BLOOMBERG" means Bloomberg Financial Markets.

            (b)   "BUSINESS DAY" means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.

            (c)   "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any
security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by
Bloomberg, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the last closing bid price or last trade
price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not

                                      -10-
<PAGE>

apply, the last closing bid price or last trade price, respectively, of such
security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last
trade price, respectively, is reported for such security by Bloomberg, the
average of the bid prices, or the ask prices, respectively, of any market makers
for such security as reported in the "pink sheets" by Pink Sheets LLC (formerly
the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of
the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the
case may be, of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder
are unable to agree upon the fair market value of such security, then such
dispute shall be resolved pursuant to Section 12. All such determinations to be
appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.

            (d)   "COMMON STOCK" means (i) the Company's common stock, par
value $0.01 per share, and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock resulting from a reclassification
of such Common Stock.

            (e)   "CONVERTIBLE SECURITIES" means any stock or securities (other
than Options) directly or indirectly convertible into or exercisable or
exchangeable for Common Stock.

            (f)   "ELIGIBLE MARKET" means means The New York Stock Exchange,
Inc., the American Stock Exchange, the Nasdaq National Market or the Principal
Market.

            (g)   "EXPIRATION DATE" means February 1, 2010.

            (h)   "FUNDAMENTAL TRANSACTION" means that the Company shall,
directly or indirectly, in one or more related transactions, (i) consolidate or
merge with or into (whether or not the Company is the surviving corporation)
another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange
offer that is accepted by the holders of more than the 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the
Person or Persons making or party to, or associated or affiliated with the
Persons making or party to, such purchase, tender or exchange offer), or (iv)
consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than
the 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock
purchase agreement or other business combination), or (v) reorganize,
recapitalize or reclassify its Common Stock.

            (i)   "OPTIONS" means any rights, warrants or options to subscribe
for or purchase Common Stock or Convertible Securities.

            (j)   "PARENT ENTITY" of a Person means an entity that, directly or
indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted

                                      -11-
<PAGE>

or listed on an Eligible Market, or, if there is more than one such Person or
Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.

            (k)   "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

            (l)   "PRINCIPAL MARKET" means The NASDAQ SmallCap Market.

            (m)   "REQUIRED HOLDERS" means the holders of the SPA Warrants
representing at least a majority of shares of Common Stock underlying the SPA
Warrants then outstanding.

            (n)   "SUCCESSOR ENTITY" means the Person (or, if so elected by the
Required Holders, the Parent Entity) formed by, resulting from or surviving any
Fundamental Transaction or the Person (or, if so elected by the Required
Holders, the Parent Entity) with which such Fundamental Transaction shall have
been entered into.

                           [SIGNATURE PAGE FOLLOWS]

                                      -12-
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the Issuance Date set out above.

                                           JMAR TECHNOLOGIES, INC.

                                           By:_________________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                      EXHIBIT A

                                EXERCISE NOTICE

           TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                                    WARRANT

                            JMAR TECHNOLOGIES, INC.

To:   JMAR Technologies, Inc.

      The undersigned is the holder of Warrant No. _____ (the "WARRANT") issued
by JMAR Technologies, Inc., a Delaware corporation (the "COMPANY").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

      1.    The Warrant is currently exercisable to purchase a total of
____________ Warrant Shares.

      2.     The undersigned holder hereby exercises its right to purchase
______________ Warrant Shares pursuant to the Warrant.

      3.    The Holder intends that payment of the Exercise Price shall be made
as:

            ______a "Cash Exercise" with respect to _________________ Warrant
Shares; and/or

            ______a "Cashless Exercise" with respect to _______________ Warrant
Shares.

      4.    Pursuant to this exercise, the Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

      5.    Following this exercise, the Warrant shall be exercisable to
purchase a total of ________________ Warrant Shares.

      Please issue the Warrant Shares in the following name and to the
following address:

      Issue to:________________________________________________________________
               ________________________________________________________________
               ________________________________________________________________
      Account Number: _________________________________________________________
        (if electronic book entry transfer)

      DTC Participant Number:__________________________________________________
        (if electronic book entry transfer)

Date: _______________ __, ______

Name of Registered Holder

By:___________________________
      Name:
      Title:


<PAGE>

                              FORM OF ASSIGNMENT

      [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase  ____________ shares of Common Stock of JMAR Technologies,
Inc. to which the within Warrant relates and appoints ________________ attorney
to transfer said right on the books of JMAR Technologies, Inc. with full power
of substitution in the premises.

Dated: ___________, ____

                             ___________________________________________________
                             (Signature must conform in all respects to name of
                             holder as specified on the face of the Warrant)

                             ____________________________________
                             Address of Transferee

                             ____________________________________

                             ____________________________________

In the presence of:

_________________________