Unassociated Document


    EXHIBIT
      10.5

     

    AGREEMENT


     

    This
      AGREEMENT (“Agreement”) is made and entered into as of July 20,
      2007 between JMAR Technologies, Inc., a Delaware corporation (the “Company”),
      and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).

     

    R
      E C I T A L S

     

    WHEREAS,
      Laurus
      currently owns shares of the Company’s Series G, I and J Cumulative Convertible
      Preferred Stock (as each may be amended, modified or supplemented from time
      to
      time, collectively, the “Preferred Stock”);

    


    WHEREAS,
      the Company
      and Laurus have agreed that the Company will sell and Laurus will purchase
      an
      aggregate of 3,500 shares of its Series J Cumulative Convertible Preferred
      Stock
      for an aggregate purchase price of up to $3,500,000 to be funded in increments
      upon each respective purchase of Series J Preferred Stock; and

    


    WHEREAS,
      based on
      current trading prices for the Company’s Common Stock, the Company does not have
      sufficient authorized shares of Common Stock to allow for issuance of the full
      amount of Series J Preferred Stock which is convertible at such prices;
      and

    


    WHEREAS,
the
      Company
      proposes to call a Special Meeting of its Stockholders to approve an amendment
      to the Company’s Certificate of Incorporation to increase the authorized number
      of shares of Common Stock from 80,000,000 to 400,000,000 and will prepare and
      file a Proxy Statement with the SEC in connection therewith;

    


    WHEREAS,
      the Company
      has requested that Laurus agree to amend certain of the Company securities
      its
      holds to provide that such securities are only exercisable or convertible
      following the approval by the Company’s stockholders of such
      amendment;

    


    NOW,
      THEREFORE, in consideration of the representations and warranties
      contained herein, the sufficiency of which is hereby acknowledged, the parties
      hereby agree as follows:

    


     

    A
      G R E E M E N T

    


    
      	
            	
              1.

            	
              AMENDMENT
                OF
                OUTSTANDING
                SECURITIES.

            


    

     

    1.1           Amendment
      of Outstanding Securities: Laurus hereby agrees to amend the outstanding
      securities set forth in this Section 1.1 (“Outstanding Securities”) to provide
      that such securities may not be exercised or converted, as the case may be,
      into
      shares of Common Stock unless and until the Company’s stockholders have approved
      the amendment of the Company’s Certificate of Incorporation to increase the
      number of the Company’s authorized shares of Common Stock from 80,000,000 to
      400,000,000.  The Outstanding Securities consist of 1) those shares of
      Series G and Series I Preferred Stock with a stated value of $817,600 that
      were
      amended on July 5, 2007 to reduce their conversion price to $0.1022; and 2)
      the
      shares of Series J Preferred Stock with a stated value of $408,800 with a
      conversion price of $0.1022 that were issued on July 5, 2007.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.2           Amendment
      as to Future Issued Securities:  Laurus agrees that up to another
      $817,600 of Series J Preferred Stock to be issued and up to another $1,635,200
      of Series G and Series I Preferred Stock as to which the respective conversion
      prices will be reduced (together, the “Proposed Securities”) may not be
      converted into shares of Common Stock unless and until the Company’s
      stockholders have approved the amendment of the Company’s Certificate of
      Incorporation to increase the number of the Company’s authorized shares of
      Common Stock from 80,000,000 to 400,000,000.

     

    
      	
            	
              2.

            	
              COVENANTS
                BY THE
                COMPANY.

            


    

     

    2.1           The
      Company agrees that by no later than August 10, 2007 it will file a Preliminary
      Proxy Statement with the SEC which includes a proposal for shareholder approval
      of the above-described amendment to the Company’s Certificate of Incorporation
      (the “Proposal”).  If no comments are received from the SEC within the
      ten day comment period, the Company will file its Definitive Proxy Statement
      promptly thereafter.  If the Company receives comments on the Proxy
      Statement from the SEC, the Company will use its best efforts to address and
      resolve any such comments and file a Definitive Proxy Statement with the SEC
      by
      no later than September 15, 2007.

     

    2.2           The
      Company will schedule a Special Meeting of the Stockholders to approve the
      Proposal for a date that is 45 days after filing of the Definitive Proxy
      Statement.  The Company agrees to use its best efforts to obtain the
      approval by its stockholders of the Proposal.  Within two business
      days following receipt of shareholder approval of the Proposal, the Company
      shall file a Certificate of Amendment with the Delaware Secretary of
      State.

     

    2.3           Immediately
      following the filing of the Certificate of Amendment with the Delaware Secretary
      of State, the Outstanding Securities and the Proposed Securities will be amended
      to eliminate the restriction on conversion or exercise imposed by Section 1.1
      and 1.2 above.

     

    
      	
            	
              3.

            	
              GENERAL
                PROVISIONS.

            


    

     

    3.1           Governing
      Law.  This Agreement shall be governed
      by and construed under the internal laws of the State of Delaware without
      reference to principles of conflict of laws or choice of laws.

     

    3.2           Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    3.3           Amendments
      and Waivers.  Any term of this Agreement
      may be amended and the observance of any term of this Agreement may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and
      Laurus.

     

    3.4           Severability.  If
      one or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision(s) were
      so
      excluded and shall be enforceable in accordance with its terms.

     

    3.5           Entire
      Agreement.  This Agreement constitutes
      the entire agreement and understanding of the parties with respect to the
      subject matter hereof and supersedes any and all prior negotiations,
      correspondence, agreements, understandings duties or obligations between the
      parties with respect to the subject matter hereof.

     

    
      
         

      

      
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    3.6           Further
      Assurances.  From and after the date of
      this Agreement, upon the request of Laurus or the Company, the Company and
      Laurus shall execute and deliver such instruments, documents or other writings
      as may be reasonably necessary or desirable to confirm and carry out and to
      effectuate fully the intent and purposes of this Agreement.

    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Securities
      Purchase Agreement as of the date set forth in the first paragraph
      hereof.

     

     

    
      	
              JMAR
                Technologies, Inc.

               

              By:   /s/
                C. NEIL BEER

              Name:  Dr.
                C. Neil Beer

              Title:  Chief
                Executive Officer

              Address:  10905
                Technology Place

              San
                Diego, California 92127

            	
              Laurus
                Master Fund, Ltd.

               

              By:  /s/
                EUGENE GRIN

              Name:   Eugene
                Grin, Director

              Address:     
                          LAURUS MASTER
                FUND, LTD.

              c/o
                Ironshore Corporate Services Ltd.

              P.O.
                Box 1234 G.T., Queensgate House, South Church Street

              Grand
                Cayman, Cayman Islands

            
	 	 


    

    


     

     

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