**Exhibit 10.35****SECURITIES PURCHASE AGREEMENT**          This Securities Purchase Agreement (the “Agreement”) is made as of December 20, 2005 by andbetween Laurus Master Fund, Ltd. (“Purchaser”), and JMAR Technologies, Inc. (“Company”), wherebythe parties agree as follows:          1. In exchange for and in complete cancellation of 100,000 shares of Series E 8% CumulativeConvertible Preferred Stock (“Series E Preferred Stock”) presently outstanding and owned by thePurchaser, the Purchaser hereby purchases from the Company and the Company hereby sells and issuesto the Purchaser the following securities: a) 1,041,667 shares of the Company’s common stock, parvalue $.01 per share (the “Common Shares”), and b) a Warrant (the “Warrant”) for the purchase of375,000 shares of Common Stock (the “Warrant Shares”), with an exercise price equal to $1.50, notexercisable for the first six months and a term of five years and the “piggy-back” registrationrights set forth in paragraph 4, below. In the event that the resale of the Warrant Shares is notcovered by an effective registration statement at the time that the Purchaser elects to exercisethe Warrant, the Company will allow the Purchaser to effect a cashless exercise by either paymentof shares of Common Stock or through a net issuance of the Warrant Shares based on the market valueof the Company’s Common Stock on the date of exercise.          2. Since the Common Shares and the Warrant are being issued and sold in exchange for theoutstanding shares of Series E Preferred Stock, the Common Shares and the Warrant will have thebenefit of tacking of the Rule 144(d) holding period of the Series E Preferred Stock from the dateof purchase by Purchaser of the Series E Preferred Stock (January 7, 2004). In addition, followingthe original issuance of the Series E Preferred Stock the Company registered the resale byPurchaser of a total of 750,278 shares of Common Stock which are issuable upon conversion of theSeries E Preferred Stock and related dividends. The resale of these 750,278 shares of Common Stockis registered under Form S-3 Registration Statement (No. 333-111993) declared effective by theSecurities and Exchange Commission in January, 2004. As a result, the Company acknowledges andrepresents that 750,278 shares of Common Stock will be free of restrictive legends and when issuedwill be free of any resale restrictions. A total of 291,389 shares of Common Stock will berestricted securities which will be publicly sellable pursuant to the volume limitations under Rule144(e). Under these volume limitations, no more than approximately 350,000 shares may be sold inany 90 day period under Rule 144 (excluding shares sold pursuant to a registration statement). Asa result, the Purchaser may sell the entire 291,389 shares of Common Stock in compliance with theprocedures of Rule 144 (which involve sale of the shares through a broker and the filing of a Form144 prior to engaging in the sale of those shares). After January 7, 2006, the two year holdingperiod will have expired and pursuant to Rule 144(k) the 291,389 shares may be sold free of themanner of sale and notice filing restrictions of Rule 144. The registration and resale status ofthe Warrant Shares shall be governed by the last sentence of Section 1 of this Agreement.
 

 
          3. Upon execution of this Agreement, the Company will deliver written instructions toits transfer agent to issue the Shares to Purchaser in accordance with the provisions ofSection 2 above.          **4. Piggy-Back Registrations**. If at any time after the date hereof (i) there is not aneffective Registration Statement covering all of the Warrant Shares or (ii) the Warrantdoes not have the benefit of tacking of Rule 144 and as a result when exercised theWarrant Shares are not free of any resale restrictions, the Company shall determine toprepare and file with the Commission a registration statement relating to an offering forits own account or the account of others under the Securities Act, then the Company shallsend to Purchaser written notice of such determination and, if within fifteen (15) daysafter receipt of such notice, the Purchaser shall so request in writing, the Company shallinclude in such registration statement all or any part of such Warrant Shares Purchaserrequests to be registered to the extent the Company may do so without violatingregistration rights of others which exist as of the date of this Agreement, subject tocustomary underwriter cutbacks applicable to all holders of registration rights and subjectto obtaining any required consent of any selling stockholder(s) to such inclusion undersuch registration statement.        Delivery of an executed copy of a signature page to this Agreement by facsimile transmissionshall be effective as delivery of a manually executed copy of this Agreement and shall be effectiveand enforceable as the original. This Agreement shall be governed and construed in accordance withthe internal laws of the State of California without giving effect to the conflicts of lawprinciples thereunder.AGREED AND ACCEPTED, as of the date indicated above:          JMAR Technologies, Inc.            By: /s/ Dennis E. Valentine       Name:Dennis E. Valentine       Title:Chief Financial Officer            PURCHASER:            Laurus Master Fund, Ltd.       By:   /s/ David Grin  Print Name: David Grin  Title: