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                                                                   EXHIBIT 10.24

                        MANAGEMENT WARRANT INCENTIVE PLAN
                    FOR PACIFIC PRECISION LABORATORIES, INC.
                                   AS AMENDED

         This Management Warrant Incentive Plan ("Plan") for the key employees
of Pacific Precision Laboratories, Inc. ("PPL") replaces the Management Warrant
Incentive Plan (the "1993 Plan") for PPL dated as of October 6, 1993,
established at the time of the acquisition of PPL by JMAR Industries, Inc.
("JMAR"). The 1993 Plan made available for grant to the key PPL employees (the
"Grantees") warrants (the "Warrants") to purchase 450,000 shares of JMAR common
stock, of which warrants to purchase 200,000 shares have been granted as of
August 15, 1996. The terms of the Plan shall be as follows: 

1.   Subject to the stock price performance requirement set forth in item 2
     below, one third of the Warrants held by each Grantee will become
     exercisable one year after the date of grant, an additional one third will
     become exercisable two years after the date of grant, and the remaining one
     third will become exercisable three years after the date of grant.

2.   Subject to the vesting requirements set forth above, all Warrants become
     exercisable upon the earlier of (i) forty five days after the closing high
     bid price of the Company's common stock as reported on NASDAQ-NMS for 20
     consecutive trading days is greater than $6.38; (ii) the exercise by the
     warrant holders of at least 90 percent of the Company's warrants which
     currently trade on the NASDAQ-NMS under the symbol JMARW; or (iii) nine
     years and six months after the date of grant.

3.   Prior to the date at which the Warrants become exercisable, JMAR will
     register the resale of the shares which underlie the Warrants.

4.   Subject to the other provisions hereof, unexercised Warrants held by an
     employee whose employment terminates with PPL or JMAR for reasons other
     than death, will expire sixty days after the date of that employee's
     termination, and those Warrants will be returned to the PPL pool for
     reallocation to other PPL employees. In the event that the Warrant holder
     dies while still employed by

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     PPL or JMAR the Warrants will remain exercisable by the heirs of the
     deceased employee for a period of one year after his/her death.

5.   The Warrants shall terminate three years following the date such Warrants
     are first exercisable pursuant to Paragraph 2 or, in any event, ten years
     after date of grant.

6.   The Plan shall be administered by a Committee (the "Committee") of the
     Board of Directors of PPL (the "PPL Board"), the members of which shall be
     appointed by the Chairman of the PPL Board from among the non-PPL employee
     members of the PPL Board. The Committee shall consider the recommendations
     of management, but shall have full and final authority in its discretion:
     (i) to determine the number of shares and purchase price of Common Stock
     covered by each Warrant, the individuals to whom and the time or times at
     which Warrants shall be granted; (ii) to construe and interpret the Plan;
     (iii) to determine the terms and provisions of the respective Agreements,
     which need not be identical, including, but without limitation, terms
     covering the payment of the exercise price; and (iv) to make all other
     determinations and take all other actions deemed necessary or advisable for
     the proper administration of the Plan. All such actions and determinations
     of the Committee shall be conclusively binding for all purposes and upon
     all persons.

7.   The exercise price per share with respect to each Warrant granted under the
     Plan shall be equal to the higher of (i) the fair market value of a share
     of JMAR Common Stock on the date of grant or (ii) $3.00. For the purposes
     hereof, fair market value shall be defined as follows: (i) in case the JMAR
     Common Stock shall not then be listed and traded upon a recognized
     securities exchange, upon the basis of the mean between the closing bid and
     asked quotations for such stock (or the closing selling price for such
     stock, if applicable) on the date of grant (as reported by a newspaper of
     general circulation or a recognized stock quotation service) or, in the
     event that there shall be no bid or asked quotations (or reported closing
     selling price) on the date of grant, then upon the basis of the mean
     between the closing bid and asked quotations (or the closing selling price,

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     as the case may be), on the date nearest preceding the date of grant or
     (ii) in case JMAR Common Stock shall then be listed and traded upon a
     recognized securities exchange, upon the basis of the closing selling price
     at which shares of JMAR Common Stock were traded on such recognized
     securities exchange on the date of grant or, if JMAR Common Stock was not
     traded on said date, upon the basis of the closing selling price on the
     date nearest preceding the date of grant.


JMAR INDUSTRIES, INC.                       PACIFIC PRECISION
                                            LABORATORIES, INC.


/s/ John S. Martinez                        /s/ Robert S. Hash
------------------------------------        ------------------------------------

John S. Martinez, Ph.D.                     Robert S. Hash
Chairman and Chief Executive Officer        President and Director

                                            /s/ John S. Martinez
                                            ------------------------------------
                                            John S. Martinez
                                            Chairman of the Board


                                            /s/ Leo Yoffe
                                            ------------------------------------
                                            Leo Yoffe
                                            Director


                                            /s/ Dennis E. Valentine
                                            ------------------------------------
                                            Dennis E. Valentine
                                            Director

                                            /s/ Marvin W. Sepe
                                            ------------------------------------
                                            Marvin W. Sepe
                                            Director