jmar_10q-ex1011.htm


    EXHIBIT
      10.11

     

    


     

    Employment
      Letter

    


     

    September
      14, 2007

     

    Edward
      C.
      Hall

     

    4645
      Vereda Luz Del Sol

     

    San
      Diego, CA 92130

     

    


     

    Dear  Ned:

     

    Please
      allow this letter to serve as the entire agreement between JMAR Technologies,
      Inc. (the "Company") and you, Edward C. (“Ned”) Hall (the "Employee") with
      respect to certain aspects of your employment with the Company.  The
      Company acknowledges and agrees that the Employee is and will remain a partner
      of, and has and will retain an interest in, Tatum, LLC ("Tatum"), which will
      benefit the Company in that the Employee will have access to certain Tatum
      resources.

     

    Beginning
      Date

     

    The
      Employee will begin work for the Company beginning on September 17,
      2007.

     

    Compensation

     

    
      	
               

            	
              ·

            	
              Base
                Salary:  $160,000 annually ("Salary").  Employee's
                Salary may be increased from time to time, by the Company. Employee
                to be
                compensated pro-rata at this annualized rate for days worked starting
                August 22, 2007 to the effective date of the Employee’s employment
                hereunder. The Base Salary for the first year of employment will
                be paid
                in cash in the amount of $150,000 plus a one-time issuance of JMAR
                common
                shares equal to $10,000 upon the date of issuance, to be issued as
                soon as
                administratively practicable following the execution of this
                agreement.

            


    

     

    
      	
               

            	
              ·

            	
              Bonus:  To
                be determined based on milestones to be agreed upon between the Company
                and Employee with a targeted amount of 50% of Base
                Salary.

            


    

     

    
      	
               

            	
              ·

            	
              Equity:  To
                be determined....shares of common stock or common stock options comparable
                in quantity and terms issued / granted to other key executives /
                senior
                management of the Company.

            


    

     

    Other
      Compensation Provisions:

     

    
      	
               

            	
              ·

            	
              During
                the course of the Employee's engagement hereunder, the Employee will
                remain a partner of Tatum.  As a partner of Tatum,
                Employee will share with Tatum a portion of his or her
                economic interest in any stock options or equity bonus that the Company
                may grant the Employee and may also share with Tatum a portion of
                any cash
                bonus and severance the Company may pay the Employee, to the extent
                specified in that certain Full-Time
                Permanent Engagement Resources Agreement between the
                Company and Tatum (the "Resources Agreement").  The Company
                acknowledges and consents to such
                arrangement.

            


    

     

    Benefits

     

    The
      Employee will be eligible for any Company employment retirement and/or 401(k)
      plan and for vacation and holidays consistent with the Company's policy as
      it
      applies to senior management, and the Employee will be exempt from any delay
      periods required for eligibility.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    In
      lieu
      of the Employee participating in the Company-sponsored employee medical
      insurance benefit, the Employee will remain on his or her current Tatum medical
      plan.  The Company will reimburse the Employee for amounts paid by the
      Employee for such medical insurance for him/herself and (where applicable)
      his/her family of up to an amount per month available under the Company’s
      benefit plan upon presentation of reasonable documentation of premiums paid
      by
      the Employee to Tatum.  In accordance with the U.S. federal tax law,
      such amount will not be considered reportable W-2 income, but instead
      non-taxable benefits expense.

     

    The
      Employee must receive written evidence that the Company maintains directors'
      and
      officers' insurance to cover in an amount reasonably acceptable to the Employee
      at no additional cost to the Employee, and the Company will maintain such
      insurance at all times while this agreement remains in
      effect. Furthermore, the Company will maintain such
      insurance coverage with respect to occurrences arising during the term of this
      agreement for at least three years following the termination or expiration
      of
      this agreement or will purchase a directors' and officers' extended reporting
      period, or "tail," policy to cover the Tatum Partner.

     

    The
      Company agrees to indemnify the Employee to the full extent permitted by law
      for
      any losses, costs, damages, and expenses, including reasonable attorneys' fees,
      as they are incurred, in connection with any cause of action, suit, or other
      proceeding arising in connection with the Employee's employment with the
      Company

     

    Termination

     

    The
      Company may terminate the Employee's employment for any reason upon at least
      30
      days' prior written notice to the Employee, such termination to be effective
      on
      the date specified in the notice, provided that such date is no earlier than
      30
      days from the date of delivery of the notice.  Likewise, the Employee
      may terminate his or her employment for any reason upon at least 30 days' prior
      written notice to the Company, such termination to be effective on the date
      30
      days following the date of the notice.  The Employee will continue to
      render services and to be paid during such 30-day period, regardless of who
      gives such notice.  The Employee may terminate this agreement
      immediately if the Company has not remained current in its obligations under
      this letter or the Full-Time Permanent Engagement
      Resources Agreement between the Company and Tatum or if the Company engages
      in
      or asks the Employee to engage in or to ignore any illegal or unethical
      conduct.

     

    This
      agreement will terminate immediately upon the death or disability of the
      Employee.  For purposes of this agreement, disability will be as
      defined by the applicable policy of disability insurance or, in the absence
      of
      such insurance, by the Company's Board of Directors acting in good
      faith.

     

    The
      Employee's salary will be prorated for the final pay period based on the number
      of days in the final pay period up to the effective date of termination or
      expiration.

     

    Severance
      Payment

     

    If
      the
      termination of this agreement is within 90 days of the Beginning Date, the
      Employee will be entitled to receive a Severance Payment (as defined below)
      equal to one month's salary.  After 90 days of employment, the
      Employee will be entitled to receive a Severance Payment equal to two months'
      salary.  For each additional period of six months' employment, the
      Employee will receive an additional month's salary as Severance Payment,
      provided that the Severance Payment will be limited to a maximum of twelve
      (12)
      months' salary.)  If this agreement is terminated by the
      Company without cause or the required notice, or by the Employee for cause,
      the
      Employee will be entitled to receive the termination payments noted in this
      paragraph, plus one additional month's compensation for early termination,
      plus
      all cash bonuses,  equity, and other compensation covered by this
      agreement will vest immediately and become payable at the date of termination.
      The Company will pay directly to Tatum an amount equal to the same percent
      that
      applies for Salary above for any Severance Payments that the Company may make
      to
      Employee, or $1,000 per month of Severance Payment after 36 months under this
      Resources Agreement.

     

    Miscellaneous

     

    This
      agreement contains the entire agreement between the parties with respect to
      the
      matters contained herein, superseding any prior oral or written statements
      or
      agreements.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    The
      Company agrees to allow Tatum to use the Company’s logo and name on Tatum’s
      website and other marketing materials for the sole purpose of identifying the
      Company as a client of Tatum.  Tatum will not use the Company’s logo
      or name in any press release or general circulation advertisement without the
      Company’s prior written consent.

     

    The
      provisions in this agreement concerning the payment of salary and bonuses and
      severance will survive any termination or expiration of this
      agreement.

     

    The
      terms
      of this agreement are severable and may not be amended except in a writing
      signed by the parties.  If any portion of this agreement is found to
      be unenforceable, the rest of this agreement will be enforceable except to
      the
      extent that the severed provision deprives either party of a substantial portion
      of its bargain.

     

    This
      agreement will be governed by and construed in all respects in accordance with
      the laws of the State of California, without giving effect to conflicts-of-laws
      principles.

     

    Each
      person signing below is authorized to sign on behalf of the party indicated,
      and
      in each case such signature is the only one necessary.

     

    Please
      sign below and return a signed copy of this letter to indicate your agreement
      with its terms and conditions.


     

     

    Sincerely
      yours,

     

    
      	
              JMAR
                Technologies, Inc.

               

              By:
                /s/ C. NEIL BEER

                                Signature

               

              Name:  C.
                Neil Beer, Ph.D.

              Title:   President
                & CEO

              Date:  ________________

               

            	 
	
               

              Acknowledged
                and agreed by:

            
	 	
              EMPLOYEE:

               

              By:
                /s/ Edward C. Hall

                           Signature

               

              Print
                Name: Edward C. Hall

              Date:
                _________________________

            


    

    


    


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