Unassociated Document


    EXHIBIT
      10.6

     

    SECURITIES
      EXCHANGE AGREEMENT

     

    This
      Securities Exchange 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”).

     

    RECITALS

     

    A.           Whereas,
      Laurus currently owns 120,000.4 shares of the Company’s Series G Cumulative
      Convertible Preferred Stock (with a stated value of $1,200,004) and 602,744.6
      shares of Series I Cumulative Convertible Preferred Stock (with a stated value
      of $6,027,446) (“the Preferred Stock”); and

    


    B.           Whereas,
      the Company desires to issue 2,100,000 shares of its Common Stock (the “Shares”)
      in exchange for a portion of the shares of Series G and Series I Preferred
      Stock, on the terms and conditions set forth in this Agreement;

    


    Now,
      therefore, the parties agree as follows:

    


     

    AGREEMENT

    


    
      	
            	
              1.

            	
              EXCHANGE
                OF
                COMMON STOCK FOR PREFERRED
                STOCK.

            


    

     

    1.1           Agreement
      to Exchange Shares.  At the Closing, the
      Company agrees to issue to Laurus 2,100,000 shares of Common Stock (the
“Shares”) in exchange for and in cancellation of i) 2,220.4 shares of Series G
      Preferred Stock, with a stated value of $22,204, and ii) 22,979.6 shares of
      Series I Preferred Stock, with a stated value of $229,796.  Following
      this exchange, Laurus shall retain a total of 117,780 shares of Series G
      Preferred Stock, with a stated value of $1,177800, and 579,765 shares of Series
      I Preferred Stock, with a stated value of $5,797,650.

     

    1.2           Payment
      of Redemption Payments.  As a result of
      the payment of the Shares, a total of $252,000 shall be applied to pay the
      monthly redemption payments owing under the Preferred Stock in chronological
      order as follows: (i) the remaining redemption amount owed for the month of
      November, 2007 under the Series G Preferred Stock ($22,204), (ii) the monthly
      redemption amount ($122,178) owing under the Series I Preferred Stock for the
      months of November, 2007, and (iii) the remaining $107,618 to be applied to
      the
      monthly redemption amount ($122,178) owing under the Series G Preferred Stock
      for the month of December, 2007.

     

    CLOSING.

     

    Subject
      to the terms and conditions herein, the closing of the transactions 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 (such
      date is hereinafter referred to as the "Closing
      Date").

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              2.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY.

            


    

     

    The
      Company hereby represents and warrants to Laurus as follows:

     

    2.1           Organization,
      Good Standing and Qualification.  The
      Company has been duly incorporated and organized, and is validly existing in
      good standing, under the laws of the State of Delaware.  The Company
      has the corporate power and authority to enter into and perform this Agreement,
      to own and operate its properties and assets, and to carry on its business
      as
      currently conducted and as presently proposed to be conducted.

     

    2.2           Due
      Authorization.  All corporate action on
      the part of the Company necessary for the authorization, execution, delivery
      of,
      and the performance of all obligations of the Company under this Agreement,
      including the authorization, issuance and delivery of all of the Shares has
      been
      taken, and this Agreement constitutes, valid and legally binding obligations
      of
      the Company, enforceable in accordance with their respective terms, except
      as
      may be limited by (i) applicable bankruptcy, insolvency, reorganization or
      others laws of general application relating to or affecting the enforcement
      of
      creditors’ rights generally and (ii) the effect of rules of law governing the
      availability of equitable remedies.

     

    2.3           Valid
      Issuance of Stock. Upon delivery of the Shares at the Closing, the
      Shares will be duly authorized and validly issued, fully paid and
      nonassessable.

     

    
      	
            	
              3.

            	
              REPRESENTATIONS,
                WARRANTIES AND CERTAIN AGREEMENTS OF
                LAURUS.

            


    

     

    Laurus
      hereby represents and warrants to, and agrees with, the Company as
      follows:

     

    3.1           Authorization.  This
      Agreement constitutes Laurus’ valid and legally binding obligation, enforceable
      in accordance with its terms except as may be limited by (i) applicable
      bankruptcy, insolvency, reorganization or other laws of general application
      relating to or affecting the enforcement of creditors’ rights generally and (ii)
      the effect of rules of law governing the availability of equitable
      remedies.  Laurus represents that it has full power and authority to
      enter into this Agreement.

     

    3.2           Purchase
      for Own Account.  The Shares to be
      issued to Laurus hereunder will be acquired for investment for Laurus’ own
      account, not as a nominee or agent, and not with a view to the public resale
      or
      distribution thereof within the meaning of the 1933 Act (other sales pursuant
      to
      Rule 144(k)).

     

    3.3           Disclosure
      of Information.  Laurus has received or
      has had full access to all the information it considers necessary or appropriate
      to make an informed investment decision with respect to the Shares to be
      received by Laurus under this Agreement.  Laurus further has had an
      opportunity to ask questions and receive answers from the Company regarding
      the
      terms and conditions of the issuance of the Shares and to obtain additional
      information (to the extent the Company possessed such information or could
      acquire it without unreasonable effort or expense) necessary to verify any
      information furnished to Laurus or to which Laurus had access.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    3.4           Accredited
      Investor Status.  Laurus is an
“accredited investor” within the meaning of Regulation D promulgated
      under the
      1933 Act.

     

    
      	
            	
              4.

            	
              CONDITIONS
                TO
                LAURUS’ OBLIGATIONS AT
                CLOSING.

            


    

     

    The
      obligations of Laurus under this Agreement are subject to the fulfillment or
      waiver, on or before the Closing, of each of the following
      conditions:

     

    4.1           Representations
      and Warranties True.  The
      representations and warranties of the Company contained in Section 3 shall
      be
      true and correct on the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of the
      Closing.

     

    4.2           Performance.  The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing and shall have obtained all
      approvals, consents and qualifications necessary to complete the purchase and
      sale described herein.

     

    
      	
            	
              5.

            	
              CONDITIONS
                TO THE
                COMPANY’S OBLIGATIONS AT
                CLOSING.

            


    

     

    The
      obligations of the Company under this Agreement are subject to the fulfillment
      or waiver, on or before the Closing, of each of the following
      conditions:

     

    5.1           Representations
      and Warranties.  The representations and
      warranties of Laurus contained in Section 4 shall be true and correct on the
      date of the Closing with the same effect as though such representations and
      warranties had been made on and as of the Closing.

     

    5.2           Performance.  Laurus
      shall have performed and complied with all agreements, obligations and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing and shall have obtained all
      approvals, consents and qualifications necessary to complete the purchase and
      sale described herein

     

    
      	
            	
              6.

            	
              GENERAL
                PROVISIONS.

            


    

     

    6.1           Survival
      of Warranties.  The representations,
      warranties and covenants of the Company and Laurus contained in or made pursuant
      to this Agreement shall survive the execution and delivery of this Agreement
      and
      the Closing and shall in no way be affected by any investigation of the subject
      matter thereof made by or on behalf of Laurus or the Company, as the case may
      be.

     

    6.2           Successors
      and Assigns.  The terms and conditions
      of this Agreement shall inure to the benefit of and be binding upon the
      respective successors and assigns of the parties.

     

    6.3           Governing
      Law.  This Agreement shall be governed
      by and construed under the internal laws of the State of New York as applied
      to
      agreements among New York residents entered into and to be performed entirely
      within New York, without reference to principles of conflict of laws or choice
      of laws.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    6.4           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. Delivery of an executed copy of a signature page to this Agreement
      by facsimile transmission shall be effective as delivery of a manually executed
      copy of this Agreement and shall be effective and enforceable as the
      original.

     

    6.5           Notices.  All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the recipient, if not, then on the next business day,
      (c) five days after having been sent by registered or certified mail,
      return receipt requested, postage prepaid, or (d) one day after deposit
      with a nationally recognized overnight courier, specifying next day delivery,
      with written verification of receipt.  All communications shall be
      sent to the Company at the address as set forth on the signature page hereof
      and
      to Laurus at the address set forth on the signature page hereto for, with a
      copy
      in the case of Laurus to John E. Tucker Esq. 825 Third Avenue, New York, NY
      10022, facsimile number (212) 541-4434, or at such other address as the Company
      or Laurus may designate by ten days advance written notice to the other parties
      hereto.

     

    6.6           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.

     

     

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

    


     

    
      	
              JMAR
                Technologies, Inc.

               

              By:  /s/
                C. NEIL BEER

              Name:  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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