AMENDMENT

                                                                   EXHIBIT 10.10


                                    AMENDMENT


        THIS AMENDMENT ("Amendment") is entered into this September 7, 2001,
between JMAR Technologies, Inc. (the "Company") and Xx. Xxxx X. Xxxxxxxx
("Employee").


                                   WITNESSETH


        WHEREAS, the Company and Employee are parties to that certain Amended
and Restated Employment Agreement ("Agreement") dated May 1, 1996; and

        WHEREAS, the Company believes it is in the Company's best interests to
modify certain terms of the Agreement to acknowledge events that have occurred
since its execution and to adjust certain termination provisions;

        NOW, THEREFORE, the parties hereby agree as follows:

        1.     All references to "JMAR Industries, Inc." in the Agreement shall
        mean "JMAR Technologies, Inc."

        2.     The last sentence of Section 1 is deleted in its entirety and the
        following is substituted in place thereof:

               "In the event that the Company delivers notice of its intention
        not to so renew, the delivery of such notice shall result in the
        conversion of Employee's status as provided in Section 5.5."

        3.     Section 5.5 of the Agreement is deleted in its entirety and the
        following is substituted in place thereof:

               "5.5 If the Company: 1) delivers notice of its intention not to
           renew this Agreement pursuant to Section 1 hereof, or 2) discontinues
           Employee's status as Chairman of the Board or Chief Executive
           Officer, or both (other than pursuant to Section 5.2), then the
           Employee shall continue as an employee of the Company for a term of
           three years and shall receive compensation for such employment at the
           highest total compensation rate (including bonuses and other
           incentive payments, director fees and similar compensation) paid to
           Employee during any prior



           consecutive 12 month period of his employment at Company. The Company
           shall also continue in force and maintain all insurance policies in
           which Employee participates at the time of such termination for such
           three year term."

        4.     All other provisions of the Agreement remain in full force and
        effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth above.


                                        JMAR TECHNOLOGIES, INC.

                                        By: /s/ XXXXXX X. XXXXXXXX
                                            Xxxxxx X. Xxxxxxxx, Vice President &
                                            General Counsel
                                                                       "Company"


                                            /s/ XXXX X. XXXXXXXX
                                            Xxxx X. Xxxxxxxx, Ph.D.
                                                                      "Employee"