Item 1.01. Entry into a Material Definitive Agreement.

On September 26, 2008, Irvine Sensors Corporation (the "Company") entered into two leases (the "Leases") with Orange County Department of Education Facilities Corporation (the "Lessor"), pursuant to which the Company has agreed to renew the leases of its Costa Mesa, California facilities for an additional five year period commencing October 1, 2008 and continuing through September 2013. The Costa Mesa facilities include approximately 42,465 square feet in two adjacent buildings (the "Facilities"). The Company's monthly rent for the Facilities upon the expiration of the prior term of the leases with the Lessor at the end of September 2008 was approximately $63,400. The average monthly rent under the renewed Leases over their five year term is approximately $68,650 per month.