Unassociated Document


    EXHIBIT
      10.7

     

    SECURITIES
      PURCHASE AGREEMENT

    (Offering
      No. 2)

    


    This
      SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered
      into as of August 8, 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,
      the Company
      has designated and authorized the issuance of 3,500 shares of the Company’s
      Series J Cumulative Convertible Preferred Stock, par value $0.01 per share
      (the
“Series J Preferred Stock”), with a stated value of $1,000 per share and having
      the rights, preferences, privileges and restrictions set forth in the
“Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations,
      Restrictions, and Relative Rights of Series J Convertible Preferred Stock,
      $.01
      Par Value Per Share,” of the Company filed with the Delaware Secretary of
      State;

    


    WHEREAS,
      the Company
      and Laurus have entered into a Securities Purchase Agreement, dated July 5,
      2007
      (the “Master Agreement”), which provides for the terms of the purchase and sale
      from time to time of up to an aggregate of 3,500 shares of its Series J
      Cumulative Convertible Preferred Stock to Laurus for an aggregate purchase
      price
      of up to $3,500,000; and

    


    WHEREAS,
      the parties
      desire to evidence each purchase and sale  of shares of Series J
      Preferred Stock consummated pursuant to the terms and subject to the conditions
      contained in  the Master Agreement with an agreement similar to this
      Agreement evidencing such purchase and sale.

    


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


     

    A
      G R E E M E N T

    


    
      	
            	
              1.

            	
              SERIES
                J
                PREFERRED STOCK.

            


    

     

    1.1           Purchase
      Price; Funding.  Promptly following
      execution and delivery of this Agreement by the Company and Laurus, pursuant
      to
      the terms and subject to the conditions contained in the Master Agreement,
      Laurus will purchase from the Company and the Company will issue to Laurus
      300 shares of Series J Preferred Stock for $1,000 per share,
      for a total purchase price of $300,000 (the “Purchase Price”).
      The conversion price for these shares is equal to $0.12 per share.

     

    1.2           Amendment
      to Existing Preferred Stock.  Effective upon completion
      of the purchase and sale described in Section 1.1, the conversion price of
      $600,000 of Stated Value of Series I Preferred
      Stock held by Laurus is hereby automatically and without further action by
      any
      party hereto adjusted to $0.16 (which is equal to the five (5) day
      Volume-Weighted Average Price (“VWAP”) of the common stock of the Company for
      the five-trading day period immediately prior to such funding).

     

    1.3           Restrictive
      Legend.  The parties hereby acknowledge that the shares
      of Series J Preferred Stock and Common Stock issued upon the conversion thereof
      will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are to be issued by the Company upon reliance of the
      exemption from registration provided by Section 4(2) promulgated by the
      Securities Act and that the certificates evidencing the shares of Series J
      Preferred Stock and Common Stock issued upon the conversion thereof will bear
      customary restrictive legends to such effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.4           The
      Company hereby acknowledges,
      ratifies and confirms that  all of the terms, conditions,
      representations and covenants contained in the Master Agreement, as applicable
      (a) have been fully satisfied (b) are true, correct and complete as of the
      date
      hereof and as of the date originally made, (c) are in full force and effect
      on
      the date hereof and shall remain in full force and effect after giving effect
      to
      the execution and effectiveness of this Agreement.


    


    
      	
            	
              2.

            	
              ESCROW
                AGENT;
                CLOSING.

            


    

     

    2.1           Escrow
      Account.  The Company and Laurus have executed an escrow
      agreement with Loeb & Loeb, LLP with law offices located in New York, NY
      (the “Escrow Agreement”) appointing it as escrow agent (“Escrow Agent”); and
      Laurus will immediately deposit or wire the full Purchase Price with the Escrow
      Agent to be placed in a separate escrow account pursuant to the terms and
      conditions of the Escrow Agreement.

     

    2.2           Place
      and Time. Subject to the terms and conditions herein, the closing
      date of the Funding contemplated hereby (the "Closing") shall take place on
      the
      date hereof or at such other time or place as the Company and Laurus may
      mutually agree (each such date is hereinafter referred to as a "Closing
      Date").

    


     

    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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