Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On October 17, 2008, Irvine Sensors Corporation (the "Company") received a notice from Timothy Looney (the "Notice") purporting to accelerate payment of the balance of the earnout consideration under the Stock Purchase Agreement dated December 30, 2005, as amended, between the Company and Mr. Looney (the "Agreement") as a result of the recent public UCC foreclosure sale of all the assets of Optex Systems, Inc., a Texas corporation ("Optex-Texas") and a wholly-owned subsidiary of the Company. Mr. Looney alleges that the balance of the earnout consideration that is due and payable is $3.9 million. While the Company does not agree with Mr. Looney's allegations, there can be no assurance that Mr. Looney's allegations will not be successful.

The information set forth above is qualified in its entirety by reference to the actual terms of the Notice, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Notice from Timothy Looney dated October 17, 2008.