<PAGE>
                                                                 EXHIBIT 10.9


                                                                    LOAN
                                                             REVISION/EXTENSION
                                                                 AGREEMENT



[COMERICA LOGO]

Comerica Bank-California

(HEREIN CALLED "BANK")

                                    BORROWER
                            JMAR Technologies, Inc.
                               5800 Armada Drive
                               Carlsbad, CA 92008

                           (HEREIN CALLED "BORROWER")


<Table>
<Caption>
                    INTEREST RATE       AMOUNT         NOTE DATE      MATURITY DATE       OBLIGOR#       NOTE#
                    -------------       ------         ---------      -------------       --------       -----
<S>                 <C>              <C>               <C>            <C>                 <C>            <C>
ORIGINAL NOTE
INFORMATION           B + 0.00%      $3,000,000.00     11/19/01        12/31/01           3954357024      158
</Table>

THIS AGREEMENT IS EFFECTIVE AS OF: December 31, 2001

ORIGINAL OBLIGATION:

     This Loan Revision Agreement refers to the loan evidenced by the above
Note dated November 19, 2001 in favor of Bank executed by JMAR Technologies,
Inc. in the amount of $3,000,000.00 payable in full on December 31, 2001. [ ]
Said Note is secured by a Deed of Trust dated N/A (hereinafter referred to as
the "Encumbrance"), recorded on N/A as instrument No. N/A in the Office of
County Recorder of N/A County California.

CURRENT OBLIGATION:

     The unpaid principal balance of said Note as of March 11, 2002 is
$250,000.00 on which interest is paid to February 23, 2002, with a maturity of
March 31, 2002. [ ] As modified by previous N/A dated N/A.

REVISION

     The undersigned Borrower hereby requests Bank to revise the terms of said
Note, and said Bank to accept payment thereof at the time, or times, in the
following manner:

The maturity date is hereby changed from December 31, 2001 to March 31, 2003.


     In consideration of Bank's acceptance of the revision of said Note,
including the time for payment thereof, all as set forth above, the Borrower
does hereby acknowledge and admit to such indebtedness, and further does
unconditionally agree to pay such indebtedness together with interest thereon
within the time and in the manner as revised in accordance with the foregoing,
together with any and all attorney's fees, cost of collection, and any other
sums secured by the Encumbrance.

     Any and all security for said Note including but not limited to the
Encumbrance, if any, may be enforced by Bank concurrently or independently of
each other and in such order as Bank may determine; and with reference to any
such security in addition to the Encumbrance Bank may, without consent of or
notice to Borrower, exchange, substitute or release such security without
affecting the liability of the Borrower, and Bank may release any one or more
parties hereto or to the above obligation or permit the liability of said party
or parties to terminate without affecting the liability of any other party or
parties liable thereon.

     This Agreement is a revision only, and not a novation; and except as
herein provided, all of the terms and conditions of said Note, said Encumbrance
and all related documents shall remain unchanged and in full force and effect.

     When one or more Borrowers signs this Agreement, all agree:

          a. That where in this Agreement the word "Borrower" appears, it shall
             read "each Borrower".

          b. That breach of any covenant by any Borrower may at the Bank's
             option be treated as breach by all Borrowers;

          c. That the liability and obligations of each Borrower are joint and
             several.

                                               JMAR Technologies, Inc.
Dated this 11th day of March, 2002
                                               /s/ DENNIS E. VALENTINE
                                               ------------------------------
                                            By: Dennis E. Valentine, CFO

The foregoing agreement is accepted this       ------------------------------
11th day of March, 2002
                                               ------------------------------

                                               ------------------------------
By:
   ------------------------------------        ------------------------------
   Tracie Plumer, Assistant Vice
   President                                   ------------------------------

Each of the undersigned agree and consent to the foregoing revisions to this
Agreement and the Encumbrance, if any.


---------------------------------------        ------------------------------

---------------------------------------        ------------------------------
<PAGE>
                     [COMERICA BANK-CALIFORNIA LETTERHEAD]

Date: December 24, 2001

JMAR TECHNOLOGIES, INC.
5800 Armada Drive
Carlsbad, CA 92008

Re:  LOAN EXTENSION
     Borrower Name: JMAR TECHNOLOGIES, INC.
     Customer Number/Obligor Number: 3954357024/#158

Dear Borrower:

Comerica Bank-California has approved an extension of the above-referenced
credit facility to March 31, 2002, from its current maturity as evidenced by
that certain Note/Agreement dated November 19, 2001 as may be or have been
modified from time to time.

Except as modified and extended hereby, the existing loan documentation as
amended concerning your obligation remains in full force and effect.

Very truly yours,.

/s/ Tracie Plummer
------------------------
Tracie Plummer
Assistant Vice President

Acknowledged and accepted on 1/11/02

JMAR TECHNOLOGIES, INC.

By: /s/ D. E. VALENTINE
   -------------------------

<PAGE>

                              MASTER REVOLVING NOTE
 Variable Rate-Maturity Date-Obligatory Advances (Business and Commercial Loans
                                      Only)

<TABLE>
<CAPTION>
AMOUNT            NOTE DATE               MATURITY DATE     TAX IDENTIFICATION #
------            ---------               -------------     --------------------
<S>               <C>                     <C>               <C>
$3,000,000.00     November 19, 2001       December 31, 2001     68-0131180
</TABLE>


On the Maturity Date, as stated above, for value received, the undersigned
promise(s) to pay to the order of Comerica Bank-California ("Bank"), at any
office of the Bank in the State of California, Three Million and no/100 Dollars
(U.S.) (or that portion of it advanced by the Bank and not repaid as later
provided) with interest until maturity, whether by acceleration or otherwise, or
an Event of Default, as later defined, at a per annum rate equal to the Bank's
base rate from time to time in effect plus 0.000 % per annum and after that at a
rate equal to the rate of interest otherwise prevailing under this Note plus 3%
per annum (but in no event in excess of the maximum rate permitted by law).
The Bank's "base rate" is that annual rate of interest so designated by the Bank
and which is changed by the Bank from time to time. Interest rate changes will
be effective for interest computation purposes as and when the Bank's base rate
changes. Interest shall be calculated on the basis of a 360-day year for the
actual number of days the principal is outstanding. Accrued interest on this
Note shall be payable on the 30th day of each MONTH commencing November 30,
2001, until the Maturity Date when all amounts outstanding under this Note shall
be due and payable in full. If the frequency of interest payments is not
otherwise specified, accrued interest on this Note shall be payable monthly on
the first day of each month. If any payment of principal or interest under this
Note shall be payable on a day other than a day on which the Bank is open for
business, this payment shall be extended to the next succeeding business day and
interest shall be payable at the rate specified in this Note during this
extension. A late payment charge equal to 5% of each late payment may be charged
on any payment not received by the Bank within 10 calendar days after the
payment due date, but acceptance of payment of this charge shall not waive any
Default under this Note.

The principal amount payable under this Note shall be the sum of all advances
made by the Bank to or at the request of the undersigned, less principal
payments actually received in cash by the Bank. The books and records of the
Bank shall be the best evidence of the principal amount and the unpaid interest
amount owing at any time under this Note and shall be conclusive absent manifest
error. No interest shall accrue under this Note until the date of the first
advance made by the Bank; after that interest on all advances shall accrue and
be computed on the principal balance outstanding from time to time under this
Note until the same is paid in full.

This Note and any other indebtedness and liabilities of any kind of the
undersigned (or any of them) to the Bank, and any and all modifications,
renewals or extensions of it, whether joint or several, contingent or absolute,
now existing or later arising, and however evidenced (collectively
"Indebtedness") are secured by and the Bank is granted a security Interest in
all items deposited in any account of any of the undersigned with the Bank and
by all proceeds of these items (cash or otherwise), all account balances of any
of the undersigned from time to time with the Bank, by all property of any of
the undersigned from time to time in the possession of the Bank and by any other
collateral, rights and properties described in each and every deed of trust,
mortgage, security agreement, pledge, assignment and other security or
collateral agreement which has been, or will at any time(s) later be, executed
by any (or all) of the undersigned to or for the benefit of the Bank
(collectively "Collateral"). Notwithstanding the above, (i) to the extent that
any portion of the indebtedness is a consumer loan, that portion shall not be
secured by any deed of trust or mortgage on or other security interest in any of
the undersigned's principal dwelling or any of the undersigned's real property
which is not a purchase money security interest as to that portion, unless
expressly provided to the contrary in another place, or (ii) if the undersigned
(or any of them) has (have) given or give(s) Bank a deed of trust or mortgage
covering real property, that deed of trust or mortgage shall not secure this
Note or any other Indebtedness of the undersigned (or any of them), unless
expressly provided to the contrary in another place.

If the undersigned (or any of them) or any guarantor under a guaranty of all or
part of the Indebtedness ("guarantor") (i) fail(s) to pay any of the
indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to pay
any Indebtedness owing on a demand basis upon demand; or (ii) fail(s) to comply
with any of the terms or provisions of any agreement between the undersigned (or
any of them) or any such guarantor and the Bank; or (iii) become(s) insolvent or
the subject of a voluntary or involuntary proceeding in bankruptcy, or a
reorganization, arrangement or creditor composition proceeding, (if a business
entity) cease(s) doing business as a going concern, (if a natural person) die(s)
or become(s) incompetent, (if a partnership) dissolve(s) or any general partner
of it dies, becomes incompetent or becomes the subject of a bankruptcy
proceeding or (if a corporation of a limited liability company) is the subject
of a dissolution, merger or consolidation; or (a) if any warranty or
representation made by any of the undersigned or any guarantor in connection
with this Note or any of the indebtedness shall be discovered to be untrue or
incomplete; or (b) if there is any termination, notice of termination, or breach
of any guaranty, pledge, collateral assignment or subordination agreement
relating to all or any part of the indebtedness; or (c) if there is any failure
by any of the undersigned or any guarantor to pay when due any of its
indebtedness (other than to the Bank) or in the observance or performance of any
term, covenant or condition in any document evidencing, securing or relating to
such indebtedness; or (d) if the Bank deems itself insecure believing that the
prospect of payment of this Note or any of the indebtedness is impaired or shall
fear deterioration, removal or waste of any of the Collateral; or (e) if there
is filed or issued a levy or wilt of attachment or garnishment or other like
judicial process upon the undersigned (or any of them) or any guarantor or any
of the Collateral, including without limit, any accounts of the undersigned (or
any of them) or any guarantor with the Bank, then the Bank, upon the occurrence
of any of these events (each a "Default), may at its option and without prior
notice to the undersigned (or any of them), declare any or all of the
indebtedness to be immediately due and payable (notwithstanding any provisions
contained in the evidence of it to the contrary), cease advancing money or
extending credit to or for the benefit of the undersigned under this Note or any
other agreement between the undersigned and Bank, terminate this Note as to any
future liability or obligation of Bank, but without affecting Bank's rights and
security interests in any Collateral and the indebtedness of the undersigned to
Bank, sell or liquidate all or any portion of the Collateral, set off against
the indebtedness any amounts owing by the Bank to the undersigned (or any of
them), charge interest at the default rate provided in the document evidencing
the relevant indebtedness and exercise any one or more of the rights and
remedies granted to the Bank by any agreement with the undersigned (or any of
them) or given to it under applicable law. In addition, if this Note is secured
by a deed of trust or mortgage covering real property, then the trustor or
mortgagor shall not mortgage or pledge the mortgaged premises as security for
any other indebtedness or obligations. This Note, together with all other
indebtedness secured by said deed of trust or mortgage, shall become due and
payable immediately, without notice, at the option of the Bank, (a) if said
trustor or mortgagor shall mortgage or pledge the mortgaged premises for any
other indebtedness or obligations or shall convey, assign or transfer the
mortgaged premises by deed, installment sale contract instrument, or (b) if the
title to the mortgaged premises shall become vested in any other person or party
in any manner whatsoever, or (c) if there is any disposition (through one or
more transactions) of legal or beneficial title to a controlling interest of
said trustor or mortgagor. All payments under this Note shall be in immediately
available United States funds, without setoff or counterclaim.

If this Note is signed by two or move parties (whether by all as makers or by
one or more as an accommodation party or otherwise), the obligations and
undertakings under this Note shall be that of all and any two or more jointly
and also of each severally. This Note shall bind the undersigned, and the
undersigned's respective heirs, personal representatives, successors and
assigns.

The undersigned waive(s) presentment, demand, protest, notice of dishonor,
notice of demand or intent to demand, notice of acceleration or intent to
accelerate, and all other notices and agree(s) that no extension or indulgence
to the undersigned (or any of them) or release, substitution or nonenforcement
of any security, or release or substitution of any of the undersigned, any
guarantor or any other party, whether with or without notice, shall affect the
obligations of any of the undersigned. The undersigned waive(s) all defenses or
right to discharge available under Section 3-605 of the California Uniform
Commercial Code and waive(s) all other suretyship defenses or right to
discharge. The undersigned agree(s) that the Bank has the right to sell, assign,
or grant participations, or any interest, in any or all of the indebtedness, and
that, in connection with this right, but without limiting its ability to make
other disclosures to the full extent allowable, the Bank may disclose all
documents and information which the Bank now or later has relating to the
undersigned or the indebtedness. The undersigned agree(s) that the Bank may
provide information relating to the Note or to the undersigned to the Bank's
parent, affiliates, subsidiaries and service providers.



<PAGE>

The undersigned agree(s) to reimburse the holder or owner of this Note for any
and all costs and expenses (including without limit, court costs, legal expenses
and reasonable attorney fees, whether inside or outside counsel is used, whether
or not suit is instituted and, if suit is instituted, whether at the trial court
level, appellate level, in a bankruptcy, probate or administrative proceeding or
otherwise) incurred in collecting or attempting to collect this Note or incurred
in any other matter or proceeding relating to this Note.

The undersigned acknowledge(s) and agree(s) that there are no contrary
agreements, oral or written, establishing a term of this Note and agree(s) that
the terms and conditions of this Note may not be amended, waived or modified
except in a writing signed by an officer of the Bank expressly stating that the
writing constitutes an amendment, waiver or modification of the terms of this
Note. As used in this Note, the word "undersigned" means, individually and
collectively, each maker, accommodation party, indorser and other party signing
this Note in a similar capacity. If any provision of this Note is unenforceable
in whole or part for any reason, the remaining provisions shall continue to be
effective. THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

The maximum interest rate shall not exceed the highest applicable usury ceiling.

THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED, EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED T0, THIS NOTE OR THE INDEBTEDNESS.

See Libor Addendum attached hereto and made a part hereof.

INITIAL HERE DEV

JMAR Technologies, Inc.

By: /s/ D. E. Valentine                      Its: Chief Financial Officer
   ----------------------------------             ------------------------------
   SIGNATURE OF Dennis Valentine                  TITLE


By:                                          Its:
   ----------------------------------            -------------------------------
   SIGNATURE OF                                  TITLE

By:                                          Its:
   ----------------------------------            -------------------------------
   SIGNATURE OF                                  TITLE

By:                                          Its:
   ----------------------------------            -------------------------------
   SIGNATURE OF                                  TITLE



5800 Armada Drive         Carlsbad     California           USA          92008
--------------------------------------------------------------------------------
STREET ADDRESS             CITY          STATE           (COUNTRY)      ZIP CODE

<TABLE>
<CAPTION>
FOR BANK USE ONLY                                     CCAR #
----------------------------------------------------------------------------------------------------
<S>                     <C>                           <C>                   <C>      <C>
LOAN OFFICER INITIALS   LOAN GROUP NAME               OBLIGOR(S) NAME
TP                      Los Angeles Middle Market     JMAR Technologies, Inc.

LOAN OFFICER I.D. No.   LOAN GROUP NO.                OBLIGOR#              NOTE#       AMOUNT
48231                   96551                         3954357024                     3,000,000.00
</TABLE>



<PAGE>

SECURITY AGREEMENT

As of November 19, 2001, for value received, the undersigned ("Debtor") pledges,
assigns and grants to Comerica Bank-California ("Bank"), a California banking
corporation, whose address is 333 West Santa Clara Street, San Jose, CA, 95113,
Attention: Commercial Loan Documentation, Mail Code 4770, a continuing security
interest and lien (any pledge, assignment, security interest or other lien
arising hereunder is sometimes referred to herein as a 'security interest") in
the collateral (as defined below) to secure payment when due, whether by stated
maturity, demand acceleration or otherwise, of all existing and future
indebtedness ("Indebtedness") to the Bank of JMAR Technologies, Inc.
("Borrower") and/or Debtor. Indebtedness includes without limit any and all
obligations or liabilities of the Borrower and/or Debtor to the Bank, whether
absolute or contingent, direct or indirect, voluntary or involuntary, liquidated
or unliquidated, joint or several, known or unknown; any and all obligations or
liabilities for which the Borrower and/or Debtor would otherwise be liable to
the Bank were it not for the invalidity or unenforceability of them by reason of
any bankruptcy, insolvency or other law, or for any other reason; any and all
amendments, modifications, renewals and/or extensions of any of the above; all
costs incurred by Bank in establishing, determining, continuing, or defending
the validity or priority of its security interest, or in pursuing its rights and
remedies under this Agreement or under any other agreement between Bank and
Borrower and/or Debtor or in connection with any proceeding involving Bank as a
result of any financial accommodation to Borrower and/or Debtor; and all other
costs of collecting Indebtedness, including without limit attorney fees. Debtor
agrees to pay Bank all such costs incurred by the Bank, immediately upon demand,
and until paid all costs shall bear interest at the highest per annum rate
applicable to any of the Indebtedness, but not in excess of the maximum rate
permitted by law. Any reference in this Agreement to attorney fees shall be
deemed a reference to reasonable fees, costs, and expenses of both in-house and
outside counsel and paralegals, whether inside or outside counsel is used,
whether or not a suit or action is instituted, and to court costs if a suit or
action is instituted, and whether attorney fees or court costs are incurred at
the trial court level, on appeal, in a bankruptcy, administrative or probate
proceeding or otherwise. Debtor further covenants, agrees and represents as
follows:

1. Collateral shall mean all of the following property Debtor now or later owns
   or has an interest in, wherever located:

    -   specific items listed below and/or on attached Schedule A, if any,
        is/are also included in Collateral: Money Market Account #1891131318
        dated September 10, 1998 in the current amount of $3,000,000.00 00 in
        the name of JMAR Technologies, Inc. and any and all subsequent renewals
        thereof.

    -   all goods, instruments, documents, policies and certificates of
        insurance, deposits, money or other property (except real property which
        is not a fixture) which are now or later in possession of Bank, or as to
        which Bank now or later controls possession by documents or otherwise,
        and

    -   all additions, attachments, accessions, parts, replacements,
        substitutions, renewals, interest, dividends, distributions, rights of
        any kind (including but not limited to stock splits, stock rights,
        voting and preferential rights), products, and proceeds of or pertaining
        to the above including, without limit, cash or other property which were
        proceeds and are recovered by a bankruptcy trustee or otherwise as a
        preferential transfer by Debtor.

    In the definition of Collateral, a reference to a type of collateral shall
    not be limited by a separate reference to a more specific or narrower type
    of that collateral.

2. Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees
   as follows:

     2.1  Debtor shall furnish to Bank, in form and at intervals as Bank may
          request, any information Bank may reasonably request and allow Bank to
          examine, inspect, and copy any of Debtor's books and records. Debtor
          shall, at the request of Bank, mark its records and the Collateral to
          clearly indicate the security interest of Bank under this Agreement.

     2.2  At the time any Collateral becomes, or is represented to be, subject
          to a security interest in favor of Bank, Debtor shall be deemed to
          have warranted that (a) Debtor is the lawful owner of the Collateral
          and has the right and authority to subject it to a security interest
          granted to Bank; (b) none of the Collateral is subject to any security
          interest other than that in favor of Bank; (c) there are no financing
          statements on file, other than in favor of Bank; (d) no person, other
          than Bank, has possession or control (as defined in the Uniform
          Commercial Code) of any Collateral of such nature that perfection of a
          security interest may be accomplished by control; and (e) Debtor
          acquired its rights in the Collateral in the ordinary course of its
          business.

     2.3  Debtor will keep the Collateral free at all times from all claims,
          Liens, security interests and encumbrances other than those in favor
          of Bank. Debtor wilt not, without the prior written consent of Bank,
          sell, transfer or lease, or permit to be sold, transferred or leased,
          any or all of the Collateral, except (where Inventory is pledged as
          Collateral) for Inventory in the ordinary course of its business and
          will not return any Inventory to its supplier. Bank or its
          representatives may at all reasonable times inspect the Collateral and
          may enter upon all premises where the Collateral is kept or might be
          located.

     2.4  Debtor will do all acts and will execute or cause to be executed all
          writings requested by Bank to establish, maintain and continue an
          exclusive, perfected and first security interest of Bank in the
          Collateral. Debtor agrees that Bank has no obligation to acquire or
          perfect any lien on or security interest in any asset(s), whether
          realty or personalty, to secure payment of the Indebtedness, and
          Debtor is not relying upon assets in which the Bank may have a lien or
          security interest for payment of the Indebtedness.

     2.5  Debtor will pay within the time that they can be paid without interest
          or penalty all taxes, assessments and similar charges which at any
          time are or may become a lien, charge, or encumbrance upon any
          Collateral, except to the extent contested in good faith and bonded in
          a manner satisfactory to Bank. If Debtor fails to pay any of these
          taxes, assessments, or other charges in the time provided above, Bank
          has the option (but not the obligation) to do so and Debtor agrees to
          repay all amounts so expended by Bank immediately upon demand,
          together with interest at the highest lawful default rate which could
          be charged by Bank on any Indebtedness.

     2.6  Debtor will keep the Collateral in good condition and will protect it
          from loss, damage, or deterioration from any cause. Debtor has and
          will maintain at all times (a) with respect to the Collateral,
          insurance under an "all risk" policy against fire and other risks
          customarily insured against, and (b) public liability insurance and
          other insurance as may be required by law or reasonably required by
          Bank, all of which insurance shall be in amount, form and content, and
          written by companies as may be satisfactory to Bank, containing a
          lender's loss payable endorsement acceptable to Bank. Debtor will
          deliver to Bank immediately upon demand evidence satisfactory to Bank
          that the required insurance has been procured. If Debtor fails to
          maintain satisfactory insurance, Bank has the option (but not the
          obligation) to do so and Debtor agrees to repay all amounts so
          expended by Bank immediately upon demand, together with interest at
          the highest lawful default rate which could be charged by Bank on any
          Indebtedness.

     2.7  On each occasion on which Debtor evidences to Bank the account
          balances on and the nature and extent of the Accounts Receivable,
          Debtor shall be deemed to have warranted that except as otherwise
          indicated (a) each of those Accounts Receivable is valid and
          enforceable without performance by Debtor of any act; (b) each of
          those account balances are in fact owing, (c) there are no setoffs,
          recoupments, credits, contra accounts, counterclaims or defenses
          against any of those Accounts Receivable, (d) as to any Accounts
          Receivable represented by a note, trade acceptance, draft or other
          instrument or by any chattel paper or document, the same have been
          endorsed and/or delivered by Debtor to Bank, (e) Debtor has not
          received with respect to any Account Receivable, any notice of the
          death of the related account debtor, nor of the dissolution,
          liquidation, termination of existence, insolvency, business failure,
          appointment of a receiver for, assignment for the benefit of creditors
          by, or filing of a petition in bankruptcy by or against, the account
          debtor, and (f) as to each Account Receivable, except as may be
          expressly permitted by Bank to the contrary in another document, the
          account debtor is not an affiliate of



<PAGE>

          Debtor, the United States of America or any department, agency or
          instrumentality of it, or a citizen or resident of any jurisdiction
          outside of the United States. Debtor will do all acts and will execute
          all writings requested by Bank to perform, enforce performance of, and
          collect all Accounts Receivable. Debtor shall neither make nor permit
          any modification, compromise or substitution for any Account
          Receivable without the prior written consent of Bank. Debtor shall, at
          Bank's request, arrange for verification of Accounts Receivable
          directly with account debtors or by other methods acceptable to Bank.

     2.8  Debtor at all times shall be in strict compliance with all applicable
          laws, including without limit any laws, ordinances, directives,
          orders, statutes, or regulations an object of which is to regulate or
          improve health, safety, or the environment ("Environmental Laws").

     2.9  If Bank, acting in its sole discretion, redelivers Collateral to
          Debtor or Debtor's designee for the purpose of (a) the ultimate sale
          or exchange thereof; or (b) presentation, collection, renewal, or
          registration of transfer thereof; or (c) loading, unloading, storing,
          shipping, transshipping, manufacturing, processing or otherwise
          dealing with it preliminary to sale or exchange; such redelivery shall
          be in trust for the benefit of Bank and shall not constitute a release
          of Bank's security interest in it or in the proceeds or products of it
          unless Bank specifically so agrees in writing. If Debtor requests any
          such redelivery, Debtor will deliver with such request a duly executed
          financing statement in form and substance satisfactory to Bank. Any
          proceeds of Collateral coming into Debtor's possession as a result of
          any such redelivery shall be held in trust for Bank and immediately
          delivered to Bank for application on the indebtedness. Bank may (in
          its sole discretion) deliver any or all of the Collateral to Debtor,
          and such delivery by Bank shall discharge Bank from all liability or
          responsibility for such Collateral. Bank, at its option, may require
          delivery of any Collateral to Bank at any time with such endorsements
          or assignments of the Collateral as Bank may request.

     2.10 At any time and without notice, Bank may, as to Collateral other than
          Equipment, Fixtures or Inventory, (a) cause any or all of such
          Collateral to be transferred to its name or to the name of its
          nominees; (b) receive or collect by legal proceedings or otherwise all
          dividends, interest, principal payments and other sums and all other
          distributions at any time payable or receivable on account of such
          Collateral, and hold the same as Collateral, or apply the same to the
          Indebtedness, the manner and distribution of the application to be in
          the sole discretion of Bank; (c) enter into any extension,
          subordination, reorganization, deposit, merger or consolidation
          agreement or any other agreement relating to or affecting such
          Collateral, and deposit or surrender control of such Collateral, and
          accept other property in exchange for such Collateral and hold or
          apply the property or money so received pursuant to this Agreement;
          and (d) take such actions in its own name or in Debtor's name as Bank,
          in its sole discretion, deems necessary or appropriate to establish
          exclusive control (as defined in the Uniform Commercial Code) over any
          Collateral of such nature that perfection of the Bank's security
          interest may be accomplished by control.

     2.11 Bank may assign any of the Indebtedness and deliver any or all of the
          Collateral to its assignee, who then shall have with respect to
          Collateral so delivered all the rights and powers of Bank under this
          Agreement, and after that Bank shall be fully discharged from all
          liability and responsibility with respect to collateral so delivered.

     2.12 Debtor delivers this Agreement based solely on Debtor's independent
          investigation of (or decision not to investigate) the financial
          condition of Borrower and is not relying on any information furnished
          by Bank. Debtor assumes full responsibility for obtaining any further
          information concerning the Borrower's financial condition, the status
          of the Indebtedness or any other matter which the undersigned may deem
          necessary or appropriate now or later. Debtor waives any duty on the
          part of Bank, and agrees that Debtor is not relying upon nor expecting
          Bank to disclose to Debtor any fact now or later known by Bank,
          whether relating to the operations or condition of Borrower, the
          existence, Liabilities or financial condition of any guarantor of the
          Indebtedness, the occurrence of any default with respect to the
          Indebtedness, or otherwise, notwithstanding any effect such fact may
          have upon Debtor's risk or Debtor's rights against Borrower. Debtor
          knowingly accepts the full range of risk encompassed in this
          Agreement, which risk includes without limit the possibility that
          Borrower may incur Indebtedness to Bank after the financial condition
          of Borrower, or Borrower's ability to pay debts as they mature, has
          deteriorated.

     2.13 Debtor shall defend, indemnify and hold harmless Bank, its employees,
          agents, shareholders, affiliates, officers, and directors from and
          against any and all claims, damages, fines, expenses, liabilities or
          causes of action of whatever kind, including without limit consultant
          fees, legal expenses, and attorney fees, suffered by any of them as a
          direct or indirect result of any actual or asserted violation of any
          law, including, without limit, Environmental Laws, or of any
          remediation relating to any property required by any law, including
          without limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES,
          FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND
          RESULTING FROM BANK'S OWN NEGLIGENCE, except and to the extent (but
          only to the extent) caused by Bank's gross negligence or willful
          misconduct.

     2.14 If marketable securities are pledged as Collateral under this
          Agreement and if at any time the outstanding principal balance of the
          indebtedness exceeds N/A of the value of the Collateral, as such value
          is determined from time to time by Bank (herein called the "Margin
          Requirement"), Debtor shall immediately pay or cause to be paid to
          Bank an amount sufficient to reduce the Indebtedness such that the
          remaining principal outstanding thereunder is equal to or less than
          the Margin Requirement. Bank shall apply payments made under this
          paragraph in payment of the Indebtedness in such order and manner of
          application as Bank in its sole discretion elects. In the alternative,
          Debtor may provide or cause to be provided to Bank additional
          collateral in the form of cash or other property acceptable to Bank
          and with a value, as determined by Bank, that when added to the
          Collateral will constitute compliance with the Margin Requirement.

3. Collection of Proceeds.

     3.1  Debtor agrees to collect and enforce payment of all Collateral until
          Bank shall direct Debtor to the contrary. Immediately upon notice to
          Debtor by Bank and at all times after that, Debtor agrees to fully and
          promptly cooperate and assist Bank in the collection and enforcement
          of all Collateral and to hold in trust for Bank all payments received
          in connection with Collateral and from the sale, lease or other
          disposition of any Collateral, all rights by way of suretyship or
          guaranty and all rights in the nature of a lien or security interest
          which Debtor now or later has regarding Collateral. Immediately upon
          and after such notice, Debtor agrees to (a) endorse to Bank and
          immediately deliver to Bank all payments received on Collateral or
          from the sale, lease or other disposition of any Collateral or arising
          from any other rights or interests of Debtor in the Collateral, in the
          form received by Debtor without commingling with any other funds, and
          (b) immediately deliver to Bank all property in Debtor's possession or
          later coming into Debtor's possession through enforcement of Debtor's
          rights or interests in the Collateral. Debtor irrevocably authorizes
          Bank or any Bank employee or agent to endorse the name of Debtor upon
          any checks or other items which are received in payment for any
          Collateral, and to do any and all things necessary in order to reduce
          these items to money. Bank shall have no duty as to the collection or
          protection of Collateral or the proceeds of it, nor as to the
          preservation of any related rights, beyond the use of reasonable care
          in the custody and preservation of Collateral in the possession of
          Bank. Debtor agrees to take all steps necessary to preserve rights
          against prior parties with respect to the Collateral. Nothing in this
          Section 3.1 shall be deemed a consent by Bank to any sale, lease or
          other disposition of any Collateral.

     3.2  Debtor agrees that immediately upon Bank's request (whether or not any
          Event of Default exists) the indebtedness shall be on a "remittance
          basis" as follows: Debtor shall at its sole expense establish and
          maintain (and Bank, at Bank's option, may establish and maintain at
          Debtor's expense): (a) an United States Post Office lock box (the
          "Lock Box"), to which Bank shall have exclusive access and control.
          Debtor expressly authorizes Bank, from time to time, to remove
          contents from the Lock Box, for disposition in accordance with this
          Agreement. Debtor agrees to notify all account debtors and other
          parties obligated to Debtor that all payments made to Debtor (other
          than payments by electronic funds transfer) shall be remitted, for the
          credit of Debtor, to the Lock Box, and Debtor shall include a like
          statement on all invoices; and (b) a non-interest bearing deposit
          account with Bank which shall be titled as designated by Bank (the
          "Cash Collateral Account") to which Bank shall have exclusive access
          and control. Debtor agrees to notify all account debtors and other
          parties obligated to Debtor that all payments made to Debtor by
          electronic funds transfer shall be remitted to the Cash Collateral
          Account, and Debtor, at Bank's request, shall include a like statement
          on all invoices. Debtor shall execute all documents and



<PAGE>

          authorizations as required by Bank to establish and maintain the Lock
          Box and the Cash Collateral Account.

     3.3  All items or amounts which are remitted to the Lock Box, to the Cash
          Collateral Account, or otherwise delivered by or for the benefit of
          Debtor to Bank on account of partial or full payment of, or with
          respect to, any Collateral shall, at Bank's option, (a) be applied to
          the payment of the Indebtedness, whether then due or not, in such
          order or at such time of application as Bank may determine in its sole
          discretion, or, (b) be deposited to the Cash Collateral Account.
          Debtor agrees that Bank shall not be liable for any loss or damage
          which Debtor may suffer as a result of Bank's processing of items or
          its exercise of any other rights or remedies under this Agreement,
          including without limitation indirect, special or consequential
          damages, loss of revenues or profits, or any claim, demand or action
          by any third party arising out of or in connection with the processing
          of items or the exercise of any other rights or remedies under this
          Agreement. Debtor agrees to indemnify and hold Bank harmless from and
          against all such third party claims, demands or actions, and all
          related expenses or liabilities, including, without limitation,
          attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES,
          LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S
          OWN NEGLIGENCE except to the extent (but only to the extent) caused by
          Bank's gross negligence or willful misconduct.

4. Defaults, Enforcement and Application of Proceeds.

     4.1  Upon the occurrence of any of the following events (each an "Event of
          Default"), Debtor shall be in default under this Agreement:

          (a)  Any failure to pay the Indebtedness or any other indebtedness
               when due, or such portion of it as may be due, by acceleration or
               otherwise; or

          (b)  Any failure or neglect to comply with, or breach of or default
               under, any term of this Agreement, or any other agreement or
               commitment between Borrower, Debtor, or any guarantor of any of
               the Indebtedness ("Guarantor") and Bank; or

          (c)  Any warranty, representation, financial statement, or other
               information made, given or furnished to Bank by or on behalf of
               Borrower, Debtor, or any Guarantor shall be, or shall prove to
               have been, false or materially misleading when made, given, or
               furnished; or

          (d)  Any loss, theft, substantial damage or destruction to or of any
               Collateral, or the issuance or filing of any attachment, levy,
               garnishment or the commencement of any proceeding in connection
               with any Collateral or of any other judicial process of, upon or
               in respect of Borrower, Debtor, any Guarantor, or any Collateral;
               or

          (e)  Sale or other disposition by Borrower, Debtor, or any Guarantor
               of any substantial portion of its assets or property or voluntary
               suspension of the transaction of business by Borrower, Debtor, or
               any Guarantor, or death, dissolution, termination of existence,
               merger, consolidation, insolvency, business failure, or
               assignment for the benefit of creditors of or by Borrower,
               Debtor, or any Guarantor; or commencement of any proceedings
               under any state or federal bankruptcy or insolvency laws or laws
               for the relief of debtors by or against Borrower, Debtor, or any
               Guarantor; or the appointment of a receiver, trustee, court
               appointee, sequestrator or otherwise, for all or any part of the
               property of Borrower, Debtor, or any Guarantor; or

          (f)  Bank deems the margin of collateral insufficient or itself
               insecure, in good faith believing that the prospect of payment of
               the Indebtedness or performance of this Agreement is impaired or
               shall fear deterioration, removal, or waste of Collateral; or

          (g)  An event of default shall occur under any instrument, agreement
               or other document evidencing, securing or otherwise relating to
               any of the Indebtedness.

     4.2  Upon the occurrence of any Event of Default, Bank may at its
          discretion and without prior notice to Debtor declare any or all of
          the Indebtedness to be immediately due and payable, and shall have and
          may exercise any one or more of the following rights and remedies:

          (a)  Exercise all the rights and remedies upon default, in foreclosure
               and otherwise, available to secured parties under the provisions
               of the Uniform Commercial Code and other applicable law;

          (b)  Institute legal proceedings to foreclose upon the lien and
               security interest granted by this Agreement, to recover judgment
               for all amounts then due and owing as Indebtedness, and to
               collect the same out of any Collateral or the proceeds of any
               sale of it;

          (c)  Institute legal proceedings for the sale, under the judgment or
               decree of any court of competent jurisdiction, of any or all
               Collateral; and/or

          (d)  Personally or by agents, attorneys, or appointment of a receiver,
               enter upon any premises where Collateral may then be located, and
               take possession of all or any of it and/or render it unusable;
               and without being responsible for loss or damage to such
               Collateral, hold, operate, sell, lease, or dispose of all or any
               Collateral at one or more public or private sales, leasings or
               other dispositions, at places and times and on terms and
               conditions as Bank may deem fit, without any previous demand or
               advertisement; and except as provided in this Agreement, all
               notice of sale, lease or other disposition, and advertisement,
               and other notice or demand, any right or equity of redemption,
               and any obligation of a prospective purchaser or lessee to
               inquire as to the power and authority of Bank to sell, lease, or
               otherwise dispose of the Collateral or as to the application by
               Bank of the proceeds of sale or otherwise, which would otherwise
               be required by, or available to Debtor under, applicable law are
               expressly waived by Debtor to the fullest extent permitted.

               At any sale pursuant to this Section 4.2, whether under the power
               of sale, by virtue of judicial proceedings or otherwise, it shall
               not be necessary for Bank or a public officer under order of a
               court to have present physical or constructive possession of
               Collateral to be sold. The recitals contained in any conveyances
               and receipts made and given by Bank or the public officer to any
               purchaser at any sale made pursuant to this Agreement shall, to
               the extent permitted by applicable law, conclusively establish
               the truth and accuracy of the matters stated (including, without
               limit, as to the amounts of the principal of and interest on the
               Indebtedness, the accrual and nonpayment of it and advertisement
               and conduct of the sale); and all prerequisites to the sale shall
               be presumed to have been satisfied and performed. Upon any sale
               of any Collateral, the receipt of the officer making the sale
               under judicial proceedings or of Bank shall be sufficient
               discharge to the purchaser for the purchase money, and the
               purchaser shall not be obligated to see to the application of the
               money. Any sale of any Collateral under this Agreement shall be a
               perpetual bar against Debtor with respect to that Collateral. At
               any sale or other disposition of the Collateral pursuant to this
               Section 4.2, Bank disclaims all warranties which would otherwise
               be given under the Uniform Commercial Code, including without
               limit a disclaimer of any warranty relating to title, possession,
               quiet enjoyment or the like, and Bank may communicate these
               disclaimers to a purchaser at such disposition. This disclaimer
               of warranties will not render the sale commercially unreasonable.

     4.3  Debtor shall at the request of Bank, notify the account debtors or
          obligors of Bank's security interest in the Collateral and direct
          payment of it to Bank. Bank may, itself, upon the occurrence of any
          Event of Default so notify and direct any account debtor or obligor.
          At the request of Bank, whether or not an Event of Default shall have
          occurred, Debtor shall immediately take such actions as the Bank shall
          request to establish exclusive control (as defined in the Uniform
          Commercial Code) by Bank over any Collateral which is of such a nature
          that perfection of a security interest may be accomplished by control.

     4.4  The proceeds of any sale or other disposition of Collateral authorized
          by this Agreement shall be applied by Bank first upon all expenses
          authorized by the Uniform Commercial Code and all reasonable attorney
          fees and legal expenses incurred by Bank; the balance of the proceeds
          of the sale or other disposition shall be applied in the payment of
          the Indebtedness, first to interest, then to principal, then to
          remaining Indebtedness and the surplus,



<PAGE>

          if any, shall be paid over to Debtor or to such other person(s) as may
          be entitled to it under applicable law. Debtor shall remain liable for
          any deficiency, which it shall pay to Bank immediately upon demand.
          Debtor agrees that Secured Party shall be under no obligation to
          accept any noncash proceeds in connection with any sale or disposition
          of Collateral unless failure to do so would be commercially
          unreasonable. If Secured Party agrees in its sole discretion to accept
          noncash proceeds (unless the failure to do so would be commercially
          unreasonable), Secured Party may ascribe any commercially reasonable
          value to such proceeds. Without limiting the foregoing, Secured Party
          may apply any discount factor in determining the present value of
          proceeds to be received in the future or may elect to apply proceeds
          to be received in the future only as and when such proceeds are
          actually received in cash by Secured Party.

     4.5  Nothing in this Agreement is intended, nor shall it be construed, to
          preclude Bank from pursuing any other remedy provided by law for the
          collection of the Indebtedness or for the recovery of any other sum to
          which Bank may be entitled for the breach of this Agreement by Debtor.
          Nothing in this Agreement shall reduce or release in any way any
          rights or security interests of Bank contained in any existing
          agreement between Borrower, Debtor, or any Guarantor and Bank.

     4.6  No waiver of default or consent to any act by Debtor shall be
          effective unless in writing and signed by an authorized officer of
          Bank. No waiver of any default or forbearance on the part of Bank in
          enforcing any of its rights under this Agreement shall operate as a
          waiver of any other default or of the same default on a future
          occasion or of any rights.

     4.7  Debtor (a) irrevocably appoints Bank or any agent of Bank (which
          appointment is coupled with an interest) the true and lawful attorney
          of Debtor (with full power of substitution) in the name, place and
          stead of, and at the expense of, Debtor and (b) authorizes Bank or any
          agent of Bank, in its own name, at Debtor's expense, to do any of the
          following, as Bank, in its sole discretion, deems appropriate:

          (i)  to demand, receive, sue for, and give receipts or acquittances
               for any moneys due or to become due on any Collateral and to
               endorse any item representing any payment on or proceeds of the
               Collateral;

          (ii) to execute and file in the name of and on behalf of Debtor all
               financing statements or other filings deemed necessary or
               desirable by Bank to evidence, perfect, or continue the security
               interests granted in this Agreement; and

         (iii) to do and perform any act on behalf of Debtor permitted or
               required under this Agreement.

     4.8  Upon the occurrence of an Event of Default, Debtor also agrees, upon
          request of Bank, to assemble the Collateral and make it available to
          Bank at any place designated by Bank which is reasonably convenient to
          Bank and Debtor.

     4.9  The following shall be the basis for any finder of fact's
          determination of the value of any Collateral which is the subject
          matter of a disposition giving rise to a calculation of any surplus or
          deficiency under Section 9.615(f) of the Uniform Commercial Code (as
          in effect on or after July 1, 2001): (a) The Collateral which is the
          subject matter of the disposition shall be valued in an "as is"
          condition as of the date of the disposition, without any assumption or
          expectation that such Collateral will be repaired or improved in any
          manner; (b) the valuation shall be based upon an assumption that the
          transferee of such Collateral desires a resale of the Collateral for
          cash promptly (but no later than 30 days) following the disposition;
          (c) all reasonable closing costs customarily borne by the seller in
          commercial sales transactions relating to property similar to such
          Collateral shall be deducted including, without limitation, brokerage
          commissions, tax prorations, attorney's fees, whether inside or
          outside counsel is used, and marketing costs; (d) the value of the
          Collateral which is the subject matter of the disposition shall be
          further discounted to account for any estimated holding costs
          associated with maintaining such Collateral pending sale (to the
          extent not accounted for in (c) above), and other maintenance,
          operational and ownership expenses; and (e) any expert opinion
          testimony given or considered in connection with a determination of
          the value of such Collateral must be given by persons having at least
          5 years experience in appraising property similar to the Collateral
          and who have conducted and prepared a complete written appraisal of
          such Collateral taking into consideration the factors set forth above.
          The "value" of any such collateral shall be a factor in determining
          the amount of proceeds which would have been realized in a disposition
          to a transferee other than a secured party, a person related to a
          secured party or a secondary obligor under Section 9.615(f) of the
          Uniform Commercial Code.

5. Miscellaneous.

     5.1  Until Bank is advised in writing by Debtor to the contrary, all
          notices, requests and demands required under this Agreement or by law
          shall be given to, or made upon, Debtor at the first address indicated
          in Section 5.15 below.

     5.2  Debtor will give Bank not less than 90 days prior written notice of
          all contemplated changes in Debtor's name, location, chief executive
          office, principal place of business, and/or location of any
          Collateral, but the giving of this notice shall not cure any Event of
          Default caused by this change.

     5.3  Bank assumes no duty of performance or other responsibility under any
          contracts contained within the Collateral.

     5.4  Bank has the right to sell, assign, transfer, negotiate or grant
          participations or any interest in, any or all of the Indebtedness and
          any related obligations, including without limit this Agreement. In
          connection with the above, but without limiting its ability to make
          other disclosures to the full extent allowable, Bank may disclose all
          documents and information which Bank now or later has relating to
          Debtor, the Indebtedness or this Agreement, however obtained. Debtor
          further agrees that Bank may provide information relating to this
          Agreement or relating to Debtor to the Bank's parent, affiliates,
          subsidiaries, and service providers.

     5.5  In addition to Bank's other rights, any indebtedness owing from Bank
          to Debtor can be set off and applied by Bank on any Indebtedness at
          any time(s) either before or after maturity or demand without notice
          to anyone. Any such action shall not constitute acceptance of
          collateral in discharge of any portion of the indebtedness.

     5.6  Debtor waives any right to require the Bank to: (a) proceed against
          any person or property; (b) give notice of the terms, time and place
          of any public or private sale of personal property security held from
          Borrower or any other person, or otherwise comply with the provisions
          of Section 9.504 of the Uniform Commercial Code in effect prior to
          July 1, 2001 or its successor provisions thereafter; or (c) pursue any
          other remedy in the Bank's power. Debtor waives notice of acceptance
          of this Agreement and presentment, demand, protest, notice of protest,
          dishonor, notice of dishonor, notice of default, notice of intent to
          accelerate or demand payment of any Indebtedness, any and all other
          notices to which the undersigned might otherwise be entitled, and
          diligence in collecting any Indebtedness, and agree(s) that the Bank
          may, once or any number of times, modify the terms of any
          indebtedness, compromise, extend, increase, accelerate, renew or
          forbear to enforce payment of any or all indebtedness, or permit
          Borrower to incur additional Indebtedness, all without notice to
          Debtor and without affecting in any manner the unconditional
          obligation of Debtor under this Agreement. Debtor unconditionally and
          irrevocably waives each and every defense and setoff of any nature
          which, under principles of guaranty or otherwise, would operate to
          impair or diminish in any way the obligation of Debtor under this
          Agreement, and acknowledges that such waiver is by this reference
          incorporated into each security agreement, collateral assignment,
          pledge and/or other document from Debtor now or later securing the
          Indebtedness, and acknowledges that as of the date of this Agreement
          no such defense or setoff exists.

     5.7  Debtor waives any and all rights (whether by subrogation, indemnity,
          reimbursement, or otherwise) to recover from Borrower any amounts paid
          or the value of any Collateral given by Debtor pursuant to this
          Agreement until such time as all of the Indebtedness has been fully
          paid.

     5.8  In the event that applicable law shall obligate Bank to give prior
          notice to Debtor of any action to be taken under this Agreement,
          Debtor agrees that a written notice given to Debtor at least ten days
          before the date of the act shall be reasonable notice of the act and,
          specifically, reasonable notification of the time and place of any
          public sale or of the time after which any private sale, lease, or
          other disposition is to be made, unless a



<PAGE>

          shorter notice period is reasonable under the circumstances. A notice
          shall be deemed to be given under this Agreement when delivered to
          Debtor or when placed in an envelope addressed to Debtor and
          deposited, with postage prepaid, in a post office or official
          depository under the exclusive care and custody of the United States
          Postal Service or delivered to an overnight courier. The mailing shall
          be by overnight courier, certified, or first class mail.

     5.9  Notwithstanding any prior revocation, termination, surrender, or
          discharge of this Agreement in whole or in part, the effectiveness of
          this Agreement shall automatically continue or be reinstated in the
          event that any payment received or credit given by Bank in respect of
          the Indebtedness is returned, disgorged, or rescinded under any
          applicable law, including, without limitation, bankruptcy or
          insolvency laws, in which case this Agreement, shall be enforceable
          against Debtor as if the returned, disgorged, or rescinded payment or
          credit had not been received or given by Bank, and whether or not Bank
          relied upon this payment or credit or changed its position as a
          consequence of it. In the event of continuation or reinstatement of
          this Agreement, Debtor agrees upon demand by Bank to execute and
          deliver to Bank those documents which Bank determines are appropriate
          to further evidence (in the public records or otherwise) this
          continuation or reinstatement, although the failure of Debtor to do so
          shall not affect in any way the reinstatement or continuation.

     5.10 This Agreement and all the rights and remedies of Bank under this
          Agreement shall inure to the benefit of Bank's successors and assigns
          and to any other holder who derives from Bank title to or an interest
          in the Indebtedness or any portion of it, and shall bind Debtor and
          the heirs, legal representatives, successors, and assigns of Debtor.
          Nothing in this Section 5.10 is deemed a consent by Bank to any
          assignment by Debtor.

     5.11 If there is more than one Debtor, all undertakings, warranties and
          covenants made by Debtor and all rights, powers and authorities given
          to or conferred upon Bank are made or given jointly and severally.

     5.12 Except as otherwise provided in this Agreement, all terms in this
          Agreement have the meanings assigned to them in Division 9 (or, absent
          definition in Division 9, in any other Division) of the Uniform
          Commercial Code, as those meanings may be amended, revised or replaced
          from time to time. "Uniform Commercial Code" means the California
          Uniform Commercial Code, as amended

     5.13 No single or partial exercise, or delay in the exercise, of any right
          or power under this Agreement, shall preclude other or further
          exercise of the rights and powers under this Agreement. The
          unenforceability of any provision of this Agreement shall not affect
          the enforceability of the remainder of this Agreement, This Agreement
          constitutes the entire agreement of Debtor and Bank with respect to
          the subject matter of this Agreement. No amendment or modification of
          this Agreement shall be effective unless the same shall be in writing
          and signed by Debtor and an authorized officer of Bank. THIS AGREEMENT
          SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
          LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS
          PRINCIPALS.

     5.14 To the extent that any of the Indebtedness is payable upon demand,
          nothing contained in this Agreement shall modify the terms and
          conditions of that Indebtedness nor shall anything contained in this
          Agreement prevent Bank from making demand, without notice and with or
          without reason, for immediate payment of any or all of that
          Indebtedness at any time(s), whether or not an Event of Default has
          occurred.

     5.15 Debtor represents and warrants that Debtor's exact name is the name
          set forth in this Agreement. Debtor further represents and warrants
          the following and agrees that Debtor is, and at all times shall be,
          located in the following place:

          [Debtor is an individual, and Debtor is located (as determined
          pursuant to the Uniform Commercial Code) at Debtor's principal
          residence which is (street address, state and county or parish): N/A.]

          [Debtor is a registered organization which is organized under the laws
          of one of the states comprising the United States (e.g. corporation,
          limited partnership, registered limited liability partnership or
          limited liability company), and Debtor is located (as determined
          pursuant to the Uniform Commercial Code) in the state under the laws
          of which it was organized, which is (street address, state and county
          or parish): 5800 Armada Drive, Carlsbad, Ca. 92008.]

          [Debtor is a domestic organization which is not a registered
          organization under the laws of the United States or any state thereof
          (e.g. general partnership, joint venture, trust, estate or
          association), and Debtor is located (as determined pursuant to the
          Uniform Commercial Code) at its sole place of business or, if it has
          more than one place of business, at its chief executive office, which
          is (street address, state and county or parish): N/A.]

          [Debtor is a registered organization organized under the laws of the
          United States, and Debtor is located in the state that United States
          law designates as its location or, if United States law authorizes the
          Debtor to designate the state for its location, the state designated
          by Debtor, or if neither of the foregoing are applicable, at the
          District of Columbia. Based on the foregoing, Debtor is located (as
          determined pursuant to the Uniform Commercial Code) at (street
          address, state and county or parish): N/A]

          [Debtor is [a foreign individual or foreign organization-or-a branch
          or agency of a bank that is not organized under the laws of the United
          States or a state thereof], Debtor is located (as determined pursuant
          to the Uniform Commercial Code) at (street address, state and county
          or parish): N/A.]

          If Collateral is located at other than the address specified above,
          such Collateral is located and shall be maintained at STREET ADDRESS
          _______________________________ CITY __________________ STATE ________
          ZIP CODE _______ COUNTY _________. Collateral shall be maintained only
          at the locations identified in this Section 5.15.

     5.16 A carbon, photographic or other reproduction of this Agreement shall
          be sufficient as a financing statement under the Uniform Commercial
          Code and may be filed by Bank in any filing office.

     5.17 This Agreement shall be terminated only by the filing of a termination
          statement in accordance with the applicable provisions of the Uniform
          Commercial Code, but the obligations contained in Section 2.13 of this
          Agreement shall survive termination.

     5.18 Debtor agrees to reimburse the Bank upon demand for any and all costs
          and expenses (including, without limit, court costs, legal expenses
          and reasonable attorneys' fees, whether inside or outside counsel is
          used, whether or not suit is instituted and, if suit is instituted,
          whether at the trial court level, appellate level, in a bankruptcy,
          probate or administrative proceeding or otherwise) incurred in
          enforcing or attempting to enforce this Agreement or in exercising or
          attempting to exercise any right or remedy under this Agreement or
          incurred in any other matter or proceeding relating to this security
          Agreement.

6.   DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
     CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING
     (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
     KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
     TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
     ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE
     INDEBTEDNESS.

7.   Special Provisions Applicable to this Agreement. (*None, if left blank)



<PAGE>

                                         DEBTOR: JMAR Technologies, Inc.
                                                -------------------------------
                                                 DEBTOR NAME TYPED/PRINTED

                                         By: /s/ D. E. VALENTINE
                                         --------------------------------------
                                         SIGNATURE OF Dennis Valentine

                                         Its: Chief Financial Officer
                                             ----------------------------------
                                              TITLE (If applicable)

                                         By:
                                            -----------------------------------
                                             SIGNATURE OF

                                         Its:
                                             ----------------------------------
                                              TITLE (If applicable)

                                         By:
                                            -----------------------------------
                                             SIGNATURE OF

                                         Its:
                                             ----------------------------------
                                              TITLE (If applicable)

                                         By:
                                            -----------------------------------
                                              SIGNATURE of

                                         Its:
                                             ----------------------------------
                                              TITLE (If applicable)

Borrower(s):
JMAR Technologies, Inc.

<PAGE>
                            BUSINESS LOAN AGREEMENT

        This Business Loan Agreement (this "Agreement") is entered into by and
between Comerica Bank-California ("Bank") and JMAR Technologies, Inc., a
Delaware Corporation ("Borrower") as of this 19th day of November, 2001, at
Bank's headquarters office at 333 West Santa Clara Street, San Jose, California
95113.

        1.      Loans To Borrower. Bank and Borrower agree that any loans which
Bank in its sole discretion has made or may now or hereafter make to Borrower
(sometimes hereinafter collectively referred to as the "Loan") shall be subject
to the terms and conditions of this Agreement unless otherwise agreed to in
writing by Bank and Borrower. In the event there are contradictions between the
provisions of this Agreement and any other written agreement with the Bank, this
Agreement shall prevail. Loan shall be subject to the terms and conditions of
this Agreement, promissory note(s) executed in connection herewith and/or
previously or subsequently executed, and all amendments, renewals and extensions
thereof (singularly or collectively, the "Note"), and all those certain security
agreements and/or such other security or other documents as Bank has required or
may now or hereafter require in connection with the Loan (collectively, the
"Loan Documents").

        2.      Legal Effect. This Agreement supplements the terms and
conditions of the Loan Documents. Except as otherwise specified herein, all
terms used in this Agreement shall have the same meaning as given in the Note
and/or Loan Documents which are incorporated herein by this reference. Any and
all terms used in this Agreement, the Note and/or the Loan Documents shall be
construed and defined in accordance with the meaning and definition of such term
under and pursuant to the California Uniform Commercial Code, as amended. Except
as specifically modified hereby, all of the terms and conditions of the Note
and/or the Loan Documents shall remain in full force and effect.

        3.      Interest Rate; Payment Terms; Loan Fees. The principal and
interest on the Loan shall be payable on the terms set forth in the Note and/or
the Loan Documents. If applicable, a loan fee in the sum of N/A Dollars ($ )
shall be paid concurrently with the execution of this Agreement. In addition,
Borrower shall pay such additional loan fees from time to time in the future as
agreed between Bank and Borrower.

        4.      Security. As security for Borrower's obligations to Bank under
this Agreement, the Note and/or the Loan Documents and all other indebtedness
and liabilities whatsoever of Borrower to Bank, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
evidenced by the Note and/or the Loan Documents (collectively, the
"Indebtedness"), Borrower hereby grants to Bank, prior to or simultaneously with
the borrowing hereunder, a continuing security interest of first priority in all
accounts receivable, inventory, equipment and intangibles and all proceeds
thereof, and in all collateral provided to Bank pursuant to any security
agreement and/or all collateral that is delivered to Bank and/or which Bank
possesses and all proceeds thereof, (collectively, the "Collateral").

        5.      Representations and Warranties of Borrower. Borrower represents
and warrants to Bank that as of the date of acceptance of this Agreement, the
Note and/or the Loan Documents, as of the date of borrowing hereunder and at all
times the Loan or any other Indebtedness are outstanding hereunder:

               (a) If Borrower is a corporation, Borrower is duly organized,
validly existing and in good standing under the laws of the state of its
incorporation; if a partnership, Borrower is duly organized and validly existing
under the partnership agreement and the applicable laws of the state in which
the partnership is formed or exists or if a limited liability company, Borrower
is duly organized and validly existing under the operating agreement and the
applicable laws of the state in which the limited liability company is formed;

               (b) Borrower has the legal power and authority, to own its
properties and assets and to carry out its business as now being conducted; it
is qualified to do business in every jurisdiction wherein such qualification is
necessary; it has the legal power and authority to execute and perform this
Agreement, the Note and/or the Loan Documents to borrow money in accordance with
its terms, to execute and deliver this Agreement, the Note and the Loan
Documents, and to do any and all other things required of it hereunder; and this
Agreement, the Note and all the Loan Documents, when executed on behalf of
Borrower by its duly authorized officers, partners or members, as the case may
be, shall be its valid and binding obligations legally enforceable in accordance
with their terms;

               (c) The execution, delivery and performance of this Agreement,
the Note and/or the Loan Documents and the borrowings hereunder and thereunder
(i) have been duly authorized by all requisite corporate, partnership or company
action; (ii) do not require governmental approval; (iii) will not result (with
or without notice and/or the passage of time) in any conflict with or breach or
violation of or default under, any provision of law, the articles of
incorporation, articles of organization, operating agreement, bylaws or
partnership agreement of Borrower, any provision of any indenture, agreement or
other instrument to which Borrower is a party, or by which it or any of its
properties or assets are bound; and (iv) will not result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of Borrower;

               (d) The balance sheet of Borrower as provided to Bank in
connection herewith and the related statement of income of Borrower provided to
Bank for the period ended N/A, fairly present the financial condition of
Borrower in accordance with generally accepted accounting principles ("GAAP")
consistently applied; and from the date thereof to the date hereof, there has
been no material adverse change in such condition or operations; and

                                       1
<PAGE>
               (e) There is not pending nor, to the best of Borrower's
knowledge, threatened, any litigation, proceeding or governmental investigation
which could materially and adversely affect its business or its ability to
perform its obligations, pay the Indebtedness and/or comply with the covenants
set forth herein and/or in the Note and/or the other Loan Documents; except as
disclosed in the company's filings with the Securities and Exchange Commission.

        6.      Affirmative Covenants. Until the Indebtedness is paid in full,
Borrower covenants and agrees to do the following:

               (a) Furnish to Bank within thirty (30) days after the end of each
Quarter, an unaudited balance sheet and statement of income covering Borrower's
operations and those of JMAR Precision Systems, Inc.. Within ninety (90) days of
the end of each of Borrower's fiscal years, furnish to Bank CPA audited
statements of the financial condition of Borrower to include consolidated and
consolidating statements of all subsidiaries for each such fiscal year,
including but not limited to, a balance sheet, profit and loss statement, and
statement of cash flow. Said annual statements shall be prepared by an
independent certified public accountant selected by Borrower and acceptable to
Bank on a an annual basis;

               (b) In addition to the financial statements requested above,
Borrower agrees to provide Bank with the following schedules in a form
acceptable to Bank:

N/A    Accounts Receivable Aging Reports   on a           basis
---                                             ---------

N/A    Accounts Payable Aging Reports      on a           basis
---                                             ---------

N/A    Job Progress Reports                on a           basis; and
---                                             ---------

N/A    Inventory Reports                   on a           basis
---                                             ---------

X      Backlog Report                      on a Quarterly basis
---                                             ---------

X      Compliance Certificate              on a Quarterly basis
---                                             ---------


               (c) Promptly inform Bank of the occurrence of any default or
event of default as defined in the Note and/or the Loan Documents (hereinafter
referred to as "Default") or of any event which could have a materially adverse
effect upon Borrower's business, properties, financial condition or ability to
comply with its obligations hereunder, including without limitation its ability
to pay the Indebtedness;

               (d) Furnish such other information as Bank may reasonably
request;

               (e) Keep in full force and effect its own corporate, company or
partnership existence in good standing; continue to conduct and operate its
business substantially as presently conducted and operated and maintain and
protect all franchises and trade names and preserve all the remainder of its
property used or useful in the conduct of its business and keep the same in good
repair and condition;

               (f) Comply with the financial covenants set forth in Addendum A,
attached hereto and made a part hereof;

               (g) Maintain a standard and modern system of accounting in
accordance with GAAP consistently applied with ledger and account cards and/or
computer tapes and computer disks, computer printouts and computer records
pertaining to the Collateral which contain information as may from time to time
be requested by Bank, not modify or change its method of accounting without the
written consent of Bank first obtained, permit Bank and any of its employees,
officers, or agents, upon demand, during Borrower's usual business hours, or the
usual business hours of any third person having control thereof, to have access
to and examine all of Borrower's records relating to the Collateral, Borrower's
financial condition and the results of Borrower's operations and in connection
therewith, permit Bank or any of its agents, employees, or officer to copy and
make extracts therefrom;

               (h) Provide personal financial statement in a form satisfactory
to Bank on an annual basis dated as of N/A and tax returns, within ____ (___)
days of the filing of such tax returns, of any Guarantor;

               (i) Maintain Borrower's same place of business or chief executive
office or residence as indicated below, and not relocate said address without
giving Bank 30 days prior written notice;

               (j) Maintain insurance with such insurers in such amounts and of
a type satisfactory to Bank, with Bank to be designated as the payee of any such
insurance policies under a payee/secured lender clause acceptable to Bank; and

               (k) On a continuing basis from the date of this Agreement until
the Indebtedness is paid in full and Borrower has performed all of its other
obligations hereunder, Borrower represents and agrees that:

                      (1) There are not and will not be Hazardous Materials (as
later defined) on, in or under any real or personal property ("Property") now or
at any time owned, occupied or operated by Borrower which in any manner violate
any Environmental Law (as later defined).

                      (2) Borrower shall promptly conduct all investigations,
testing and other actions necessary to clean up and remove all Hazardous
Materials on or affecting the Property in accordance with every Environmental
Law.

                      (3) Borrower shall defend, indemnify and hold harmless
Bank, its employees, agents, officers, shareholders and directors from and
against any and all claims, damages, fines, expenses, liabilities or causes of
action of


                                       2


<PAGE>
whatever kind, including without limit consultant fees, legal expenses and
reasonable attorneys' fees, suffered by any of them as a direct or indirect
result of any actual or asserted violation of any Environmental Law.

                      (4) Upon ten days notice to Borrower (except in an
emergency), Bank may (but is not obligated to) enter on the Property or take
such other actions as it deems appropriate to inspect, test for, clean up,
remove or minimize the impact of any Hazardous Materials upon Bank's receipt of
any notice from any source asserting the existence of any Hazardous Materials in
violation of any Environmental Law. All costs and expenses so incurred by Bank,
including without limit consultant fees, legal expenses and reasonable
attorneys' fees, shall be payable by Borrower upon demand.

                      (5) The provisions of this section shall survive the
repayment of the Indebtedness, the satisfaction of all other obligations of
Borrower to Bank, the discharge or termination by Bank of any lien or security
interest from Borrower, and the foreclosure of or exercise of rights as to any
collateral given to Bank.

                      (6) "Hazardous Materials" mean all of the following: any
asbestos, petroleum, petroleum byproducts, flammable explosives, or radioactive
materials or any hazardous or toxic materials as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. Sections 9601 et seq.) or in any other Environmental Law.

                      (7) "Environmental Law" means any federal, state, local or
other law, ordinance, statute, directive, rule, order or regulation on object of
which is to regulate or improve health, safety or the environment.

        7.      Negative Covenants. Borrower shall not, without Bank's prior
written consent, do any of the following:

               (a) Grant a security interest in or permit a lien, claim or
encumbrance upon any of the Collateral to any person, association, firm,
corporation, entity, governmental agency or instrumentality;

               (b) Permit any levy, attachment or restraint to be made affecting
any of Borrower's assets;

               (c) Permit any judicial officer or assignee to be appointed or to
take possession of any or all of Borrower's assets;

               (d) Other than sales of inventory in the ordinary course of
Borrower's business, to sell, lease or otherwise dispose of, move, or transfer,
whether by sale or otherwise, any of Borrower's assets; except for the stock
owned by the Company in Bede plc;

               (e) Change its name, business structure, corporate identity or
structure; add any new fictitious name, liquidate, merge or consolidate with or
into any other business organization;

               (f) Move or relocate any collateral except in the ordinary course
of Borrower's business;

               (g) Acquire any other business organization;

               (h) Enter into any transaction not in the usual course of
Borrower's business;

               (i) Make any investment in securities of any person, association,
firm, entity or corporation other than securities of the United States of
America;

               (j) Make any change in Borrower's financial structure or in any
of its business objects, purposes or operations which would adversely affect the
ability of Borrower to pay its obligations;

               (k) Incur any debt outside the ordinary course of Borrower's
business;

               (l) Make any advance or loan except in the ordinary course of
Borrower's business;

               (m) Make loans, advances or extensions of credit to any person,
except for sales on open account and otherwise in the ordinary course of
business;

               (n) Guaranty or otherwise, directly or indirectly, in any way be
or become responsible for obligations of any other person, whether by agreement
to purchase the indebtedness of any other person, agreement for the furnishing
of funds to any other person through the furnishing of goods, supplies or
services, by way of stock purchase, capital contribution, advance or loan, for
the purpose of paying and discharging (or causing the payment or discharge of)
the indebtedness of any other person, or otherwise, except for the endorsement
of negotiable instruments by Borrower in the ordinary course of business for
deposit or collection;


                                       3


<PAGE>

               (o) N/A


               (p) N/A

               (q) Allow any fact, condition or event to occur or exist with
respect to any employee, pension or profit sharing plan established or
maintained by it which might constitute grounds for termination of any such plan
or for the court appointment of a trustee to administer any such plan;

        8.      Default. The terms "Default" or "Event of Default", as used
herein, shall have the meaning given in the Note and/or the Loan Documents. In
addition, the parties agree that any one or more of the following events shall
constitute a default by Borrower under this Agreement, the Note and/or the Loan
Documents:

               (a) If Borrower fails or neglects to perform, keep or observe any
term, provision, condition, covenant, agreement, warranty or representation
contained in this Agreement, the Note, the Loan Documents or any other present
or future agreement between Borrower and Bank;

               (b) If any material representation, statement, report or
certificate made or delivered by Borrower, or any of its officers, employees or
agents to Bank is not true and correct;

               (c) If Borrower fails to pay when due and payable or declared due
and payable, all or any portion of the Indebtedness (whether or principal,
interest, taxes, reimbursement of Bank expenses, or otherwise);

               (d) If there is a material impairment of the prospect of
repayment of all or any portion of Borrower's obligations, including without
limitation the Indebtedness or a material impairment of the value or priority of
Bank's security interest in the collateral;

               (e) If all or any of Borrower's assets are affected, become
subject to a writ or distress warrant, or are levied upon, or come into the
possession of any judicial officer or assignee and the same are not released,
discharged or bonded against within ten (10) days thereafter;

               (f) If any insolvency proceeding is filed or commenced by or
against Borrower without being dismissed within ten (10) days thereafter;

               (g) If any bankruptcy or other proceeding is filed or commenced
by or against Borrower for its reorganization, dissolution or liquidation
without being dismissed within ten (10) days of its commencement;

               (h) If Borrower is enjoined, restrained or in any way prevented
by court order from continuing to conduct all or any material part of its
business affairs;

               (i) If a notice of lien, levy or assessment is filed of record
with respect to any or all of Borrower's assets by the United States Government,
or any department, agency or instrumentality thereof, or by any state, county,
municipal or other government agency, or if any taxes or debts owing at any time
hereafter to any one or more of such entities becomes a lien, whether inchoate
or otherwise, upon any or all of the Borrower's assets and the same is not paid
on the payment date thereof;

               (j) If a judgment or other claim becomes a lien or encumbrance
upon any or all of Borrower's assets and the same is not satisfied, dismissed or
bonded against within ten (10) days thereafter;

               (k) If Borrower's records are prepared and kept by an outside
computer service bureau at the time this Agreement, the Note and/or the Loan
Documents are entered into or during the term of this Agreement, the Note and/or
the Loan Documents, such an agreement with an outside service bureau is entered
into, and at any time thereafter, without first obtaining the written consent of
Bank, Borrower terminates, modifies, amends or changes its contractual
relationship with said computer service bureau or said computer service bureau
fails to provide Bank with any requested information or financial data
pertaining to Bank's Collateral, Borrower's financial condition or the results
of Borrower's operations;

               (1) If Borrower permits a default in any material agreement to
which Borrower is a party with third parties so as to result in an acceleration
of the maturity of Borrower's indebtedness to others, whether under any
indenture, agreement or otherwise;

               (m) If Borrower makes any payment on account of indebtedness
which has been subordinated to Borrower's obligations to Bank, including without
limitation the Indebtedness;

               (n) If any material misrepresentation exists now or thereafter in
any warranty or representation made to Bank by any officer or director of
Borrower, or if any such warranty or representation is withdrawn by any officer
or director;


                                       4


<PAGE>
               (o) If any party subordinating its claims to that of Bank's or
any guarantor of Borrower's obligations terminates its subordination or
guaranty, becomes insolvent or an insolvency proceeding is commenced by or
against any such subordinating party or guarantor;

               (p) If Borrower is an individual and Borrower dies;

               (q) If there is a change of ownership or control of N/A percent
(    %) or more of the issued and outstanding stock of Borrower; or

               (r) If any reportable event, which the Bank determines
constitutes grounds for the termination of any deferred compensation plan by the
Pension Benefit Guaranty Corporation or for the appointment by the appropriate
United States District Court of a trustee to administer any such plan, shall
have occurred and be continuing thirty (30) days after written notice of such
determination shall have been given to Borrower by Bank, or any such Plan shall
be terminated within the meaning of Title IV of the Employment Retirement Income
Security Act ("ERISA"), or a trustee shall be appointed by the appropriate
United States District Court to administer any such plan, or the Pension Benefit
Guaranty Corporation shall institute proceedings to terminate any plan and in
case of any event described in this Section 8, the aggregate amount of the
Borrower's liability to the Pension Benefit Guaranty Corporation under Sections
4062, 4063 or 4064 of ERISA shall exceed five percent (5%) of Borrower's
Tangible Effective Net Worth.

               Bank shall not be obligated to make advances to Borrower during
any cure period provided for in Sections 8(e), 8(f), 8(j), and 8(r) above.

        9.      Rights and Remedies. The parties have agreed as follows with
respect to Bank's rights and remedies upon Default:

               (a) Bank shall have all rights and remedies available hereunder
and under the Note and the Loan Documents and under applicable law;

               (b) Bank may at its option without notice, accelerate the
Indebtedness and declare all Indebtedness to be due, owing and payable in full;

               (c) Bank may at its option without notice, cease advancing money
or extending credit to or for the benefit of Borrower under this Agreement or
any other agreement between Borrower and Bank.

               (d) No Default (as defined in this Agreement, the Note and/or the
Loan Documents) shall be waived by Bank except in writing and a waiver of any
Default shall not be a waiver of any other default or of the same default on a
future occasion;

               (e) No single or partial exercise of any right, power or
privilege hereunder, or any delay in the exercise hereof, shall preclude other
or further exercise of the rights of the parties under this Agreement, the Note
and/or the Loan Documents; and

               (f) No forbearance on the part of Bank in enforcing any of its
rights under this Agreement, the Note and/or the Loan Documents nor any renewal,
extension or rearrangement of any payment or covenant to be made or performed by
Borrower hereunder shall constitute a waiver of any of the terms of this
Agreement, the Note, and/or the Loan Documents, or of any such right.

        10.     Cross-Default. A Default under this Agreement shall also be a
Default under the Note and the Loan Documents, and vice versa. A Default under
this Agreement, the Note and/or the Loan Documents shall also be a Default under
every other note and other agreement between Bank and Borrower, and vice versa.

        11.     Cross-Collateral. Any Collateral for this Agreement, the Note
and/or the Loan Documents shall also be Collateral for any other obligations
owing by Borrower to Bank. Notwithstanding the above, (i) to the extent that any
portion of the Indebtedness is a consumer loan, that portion shall not be
secured by any deed of trust or mortgage on or other security interest in any of
the undersigned's principal dwelling or in any of the undersigned's real
property which is not a purchase money security interest as to that portion,
unless expressly provided to the contrary in another place, or (ii) if the
undersigned (or any of them) has (have) given or give(s) Bank a deed of trust or
mortgage covering real property, that deed of trust or mortgage shall not secure
this Note or any other indebtedness of the undersigned (or any of them), unless
expressly provided to the contrary in another place.

        12.     Survival of Covenants, Agreements, Representations and
Warranties. All covenants, agreements, representations and warranties (a)
previously made (except as specifically subsequently modified); (b) made in
connection herewith or with the Note and/or the Loan Documents and/or any
document contemplated hereby; or (c) executed hereafter (unless such document
expressly states that this Agreement does not apply thereto) shall survive the
borrowing hereunder and thereunder and the repayment in full of the Note and/or
the Loan Documents and any amendments, renewals or extensions thereof and shall
be deemed to have been relied upon by Bank. All statements contained in any
certificate or other document delivered to Bank at any time by or on behalf of
Borrower shall constitute representations and warranties by Borrower.


                                       5


<PAGE>
        13.     Miscellaneous. The parties agree to the following miscellaneous
terms:

               (a) This Agreement, the Note and the Loan Documents shall be
governed by California law, without regard for the effect of conflict of laws;

               (b) Borrower agrees that it will pay all out of pocket costs of
Bank and expenses (including, without limitation, Bank's attorneys' fees and
costs and/or fees, transfer charges and costs of Bank's in-house counsel) in
connection with the preparation of this Agreement, the Note and/or the Loan
Documents and/or the documents contemplated hereby and the closing of the Loan;

               (c) This Agreement, the Note and/or the Loan Documents shall
inure to the benefit of and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that Borrower shall not
assign or transfer its right or obligations under this Agreement, the Note
and/or the Loan Documents without the prior written consent of Bank;

               (d) Borrower acknowledges that Bank may provide information
regarding Borrower and the Loan to Bank's parent, subsidiaries and affiliates
and service providers, and

               (e) This Agreement is an integrated agreement and supersedes all
prior negotiations and agreements regarding the subject matter hereof. Any
amendments hereto shall be in writing and be signed by all parties hereto.

        14.     JURY WAIVER. THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE
RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH
PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL
OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES
ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE
OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

        IN WITNESS WHEREOF, the parties have executed this Business Loan
Agreement as of the date first set forth above.

Address of Borrower:                         Borrower:

5800 Armada Drive                            JMAR Technologies, Inc.
Carlsbad, CA 92008

                                             By: /s/ D. E. VALENTINE
                                                --------------------------------
                                             Title: Chief Financial Officer

                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

                                             Comerica Bank-California
                                             ("Bank")

                                             By:
                                                --------------------------------
                                                  Tracie Plummer
                                             Title:
                                                   -----------------------------
                                                   Assistant Vice President


                                                   /s/ MICHAEL E. CONBOY
                                                ------------------------------
                                                       MICHAEL E. CONBOY
                                                     SENIOR VICE PRESIDENT/
                                                         GROUP MANAGER


                                       6