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                                                                    EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT (herein "Agreement") is entered into as of
August 7, 2001, by and between JMAR/SAL NANOLITHOGRAPHY, INC. ("Employer") and
Daniel J. Fleming ("Employee").

                                    RECITALS

        WHEREAS, Employer is a leading manufacturer of X-ray lithography
systems;

        WHEREAS, Employer desires to retain the services of Employee; and

        WHEREAS, Employee desires to be employed by Employer.

        NOW, THEREFORE, Employer and Employee agree as follows:

1.      Employment/Title/Responsibilities. Employee's employment shall commence
        on the Closing Date of the Merger (as defined in Attachment 1 below).
        Employee shall be employed as President, reporting directly to the CEO
        of JMAR Technologies, Inc. ("JMAR"), with such duties as may be assigned
        to him from time to time by Employer and JMAR. Although his position may
        require a reasonable amount of travel, Employee will primarily perform
        his job duties at Employee's facility in South Burlington, Vermont.

2.      Compensation/Benefits/Review. As compensation for the services provided
        by Employee under this Agreement, Employer will pay Employee an annual
        salary of $185,000 (base pay), payable in accordance with Employer's
        usual payroll procedures. Employee will receive all standard Employer
        benefits as described in the enclosed summary of benefits, or to the
        extent that the benefit plans provided by Employer's parent, JMAR
        Technologies, Inc. ("JMAR"), cannot legally be extended to the employees
        of Employer in the State of Vermont, then Employer will provide
        alternative benefits comparable to those provided by JMAR to its
        employees. In no event will there be any interruption in benefits for
        Employee between his employment with SAL, Inc. and his employment with
        Employer. Employee's vacation accrual will be modified to carry forward
        on Employer's books the amount of vacation Employee has accrued with
        SAL, Inc. as of the date of this Agreement and to provide that Employee
        will accrue vacation with Employer at the rate of four weeks per year.
        Increases in the vacation accrual rate will be in accordance with the
        JMAR Employee Handbook which provides that employees with three weeks of
        vacation will accrue a fourth week of vacation after five years of
        service and employees with four weeks of vacation will accrue an
        additional day of vacation for each year of service until an accrual
        rate of a maximum of five weeks per years is reached.

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3.      Employer Stock Options. Upon commencement of Employee's employment,
        Employer shall grant him Incentive Stock Options (ISO's) to purchase
        30,000 shares of common stock of Employer, pursuant to the terms of
        Employer's 2001 Employee Stock Option Plan, a copy of which is delivered
        herewith. The ISO's will vest in equal amounts at the end of each of the
        first three years after the start date of Employee's employment and will
        have an exercise price of $1.00 per share. The other terms of the
        options shall be contained in Employer's standard stock option
        agreement.

4.      JMAR Stock Options. Upon the commencement of Employee's employment, JMAR
        shall grant Employee Incentive Stock Options (ISO's) to purchase 40,000
        shares of JMAR common stock pursuant to the terms of JMAR's 1999
        Employee Stock Option Plan, a copy of which is delivered herewith. The
        ISO's will vest in equal amounts at the end of each of the first three
        years after the start date of Employee's employment and the exercise
        price of the ISO's will be equal to the average closing prices of JMAR
        Common Stock for the five trading days prior to the date of the grant.
        The other terms of the options shall be contained in JMAR's standard
        stock option agreement.

5.      Management Incentive Plan/Bonus Plans. For the fiscal years 2001 and
        2002, Employee shall participate in the management incentive plan
        described on Attachment 1 hereto. Employee shall also be eligible to
        participate in such other annual bonus plans as may be recommended from
        time to time by the Employer's President and approved by the Board of
        Directors of Employer.

6.      Employment at Will; Salary Continuation Payments.

        6.1 Employee's employment will be "at-will" and may be terminated at any
        time, for any reason, by either Employee or Employer. If Employer
        terminates Employee for any reason other than pursuant to Paragraph 6.2
        below, Employee shall be entitled to receive an amount ("Salary
        Continuation Payments") equal to 6 months salary (subject to earlier
        termination upon the occurrence of an event specified in Paragraph 6.2),
        payable commencing on the date of such termination at the rate and times
        as such compensation would have been payable to Employee had this
        Agreement not been terminated pursuant to this Paragraph 6.1.

        6.2 Notwithstanding the provisions of Paragraph 6.1 above, this
        Agreement shall terminate (without any right to Salary Continuation
        Payments) upon the occurrence of any of the following events: (a) the
        death of Employee; (b) the incapacity or disability of Employee, which
        renders him unable to perform substantially all of the services
        contemplated by this Agreement for a continuous period of sixty (60)
        days; (c) the commission of an act of fraud, dishonesty in a matter
        which is material to his employment, or embezzlement by Employee; (d)
        the willful neglect by Employee in the performance of the services
        contemplated


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        by this Agreement in such manner as to provide reasonable cause for
        terminating his services; or (e) the substantial breach by Employee of
        any of the covenants or obligations under this Agreement and such breach
        provides reasonable cause for Employer to terminate this Agreement;
        provided that, in order to terminate this Agreement pursuant to clauses
        (d) and (e) of this Paragraph 6.2, Employer shall have given thirty (30)
        days written notice of termination to Employee and Employee shall have
        failed to fully cure or correct such willful neglect or breach within
        the thirty days immediately following such notice.

        6.3 This Agreement may be terminated by Employee on thirty (30) days
        written notice of termination to Employer if Employer breaches any of
        its covenants or obligations under the Agreement and such breach
        provides reasonable cause for Employee to terminate this Agreement. In
        such event, Employee shall also be entitled to the Salary Continuation
        Payments in the manner provided in Paragraph 6.1 above; provided that,
        in order to terminate this Agreement pursuant to this provision,
        Employer shall have failed to fully cure or correct such breach within
        the thirty days immediately following such notice.

7.      Reimbursement for Expenses. Employer will reimburse Employee for all
        reasonable expenses incurred by him on the business of Employer in
        accordance with Employer policies in effect from time-to-time.

8.      Confidential Information. Concurrently herewith, Employee shall enter
        into an Employee Confidentiality and Inventions Agreement with Employer
        in the form provided to Employee.

9.      No Violation of Other Contracts. Employee represents and warrants that
        the execution, delivery and performance of this Agreement by Employee
        does not and will not result in a breach of or violation of, or
        constitute a default under, any agreement to which Employee is a party
        or by which Employee is bound.

10.     No Conflicts of Interest. Employee represents and warrants that he does
        not have any financial interest, whether by stock ownership or
        otherwise, in any entity which is a supplier, customer or competitor of
        Employer, other than as a result of investments in mutual funds and
        similar investment vehicles over which Employee has no control and other
        than ownership of shares of common stock of publicly traded companies
        not in excess of 1% of such company's equity. Nothing in this section
        shall prevent the Employee from making investments in the common stock
        of JMAR Technologies, Inc., subject to compliance with applicable
        securities laws.

11.     Compliance with Employer's Rules. Employee agrees to comply with all of
        the rules, regulations and standard practices of Employer as in effect
        from time to time. Employer will provide Employee with all such current
        rules, regulations and standard practices and all future updates.


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12.     General Provisions.

        12.1 Assignment. Neither the rights nor obligations under this Agreement
        may be assigned, transferred, pledged or hypothecated by any party
        hereto, except that this Agreement shall be binding upon and inure to
        the benefit of any successor of Employer.

        12.2 Notices. Any notice required or permitted to be given under this
        Agreement shall be deemed to have been duly given if in writing and if
        personally delivered or sent by registered or certified mail, return
        receipt requested, with postage prepaid:

                      if to Employer:

                      JMAR/SAL NanoLithography, Inc.
                      c/o JMAR Technologies, Inc.
                      5800 Armada Drive
                      Carlsbad, CA  92008
                      Attn: General Counsel

                      If to the Employee:

                      Daniel Fleming

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

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

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

        Any party may change the address to which notices are to be sent to it
        or him by giving ten days' written notice of such change of address to
        the other party in the manner above provided for giving notice. Notices
        will be considered delivered on the date of personal delivery or on the
        date of deposit in the United States mail in the manner above provided
        for giving notice by mail.

        12.3 Arbitration. Any controversy or claim arising out of or relating to
        this Agreement, or the breach thereof, shall be settled by arbitration
        at South Burlington, Vermont, in accordance with the Commercial
        Arbitration Rules of the American Arbitration Association, and judgment
        upon the award of the arbitrator(s) shall be entered in any court with
        appropriate jurisdiction as the final binding judgment. In addition to
        any other relief as may be granted, the prevailing party shall be
        entitled to reasonable attorneys' fees in such arbitration, with the
        amount thereof to be determined by the arbitrator or the court.

        12.4 Counterparts. This Agreement may be executed in several
        counterparts, and all counterparts so executed shall constitute one
        agreement binding on all of the parties hereto notwithstanding that all
        parties are not signatory to the original or same counterpart.


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        12.5 Entire Agreement. This Agreement constitutes the entire agreement
        and understanding between Employee and Employer with respect to the
        employment of Employee, and supersedes all other agreements, written or
        oral, regarding such employment. This Agreement may be altered or
        amended only by a written instrument executed by each of the parties
        hereto.

        12.6 Severability. If any provision of this Agreement or the application
        thereof to any person or circumstance shall be invalid or unenforceable
        to any extent, the remainder of this Agreement and the application of
        such provisions to other persons or circumstances shall not be affected
        thereby and shall be enforced to the greatest extent permitted by law.

        12.7 Interpretation of Agreement. In the event of any arbitration or
        other dispute, neither this Agreement nor any provision hereof shall be
        interpreted for or against any party on the basis said party or its
        attorney drafted the Agreement or provision in question.

        12.8 Waiver. The waiver by any party hereto of a breach of any of the
        provisions of this Agreement by the other party shall not operate or be
        construed as a waiver of any subsequent breach hereof by such party.

        12.9 Vermont Law. This Agreement shall be governed by and considered in
        accordance with the laws of the State of Vermont.

        12.10 Headings. The subject headings of the Sections of this Agreement
        are included for the purposes of convenience only and shall not affect
        the construction or interpretation of any term or provision hereof.

        12.11 Disclosure. Subject to Employer's disclosure obligations under
        applicable laws, Employer and Employee agree not to publicly disclose
        the terms of this Agreement without each other's prior consent which
        will not be unreasonably withheld.

AGREED TO AND ACCEPTED BY:

Employer:                                       Employee:


JMAR/SAL NANOLITHOGRAPHY, INC.


By: /s/ JOHN S. MARTINEZ                        /s/ DANIEL J. FLEMING
    John S. Martinez,                           Daniel J. Fleming
    Chairman of the Board and
    Chief Executive Officer


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                                  Attachment 1
                              (Employee Bonus Plan)


Employee shall participate in the management incentive plan. The initial
management incentive bonus pool shall provide for a total bonus pool of $100,000
that is earned if a "Qualifying Order" (as defined in the Merger Agreement,
dated as of July 25, 2001, among JMAR, Employer and SAL, Inc.) has been received
by December 31, 2002. If earned, payment of this bonus shall be made no later
than January 31, 2003.

Employee's allocation of the above bonus pool shall be recommended by the
Employer's President and approved by the Employer's Board of Directors.



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