The use of ultra fast laserpulses to generate very high brightness, ultra short (Js to ps) pulses of x-rays is a topic of great interest to the x-ray user community. In principle, femtosecond-scale pump-probe experiments can be used to temporally resolve structural dynamics of materials on the time scale of atomic motion. The development of sub-ps x-ray pulses will make possible a wide range of materials and plasma physics studies with unprecedented time resolution. A current project at LLNL will provide such a novel x-ray source based on Thomson scattering of high power, short laserpulses with a high peak brightness, relativistic electron bunch. The system is based on a mm-mrad normalized emittance photoinjector, a 100 MeV electron RF linac, and a 300 ti, 35 fs solid-state laser system. The Thomson x-ray source produces ultra fast pulses with x-ray energies capable of probing into high-Z metals, and a high flux per pulse enabling single shot experiments. The system will also operate at a high repetition rate (- 10 Hz).