Item 3.02 Unregistered Sales of Equity Securities.

On February 13, 2009, Irvine Sensors Corporation (the "Company") issued 339,800 shares of common stock to an accredited investor, one of the Company's service providers, in consideration of $112,100 owed by the Company to such service provider for past services rendered. The Company has determined that the above-described sale of shares of common stock is exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The service provider has represented that it is an accredited investor, as that term is defined in Regulation D, and that it has acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.