357108--1/31/2007--IRVINE_SENSORS

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{debt, indebtedness, cash}

{product, candidate, development}

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The recent refinancings of our senior and subordinated debt have increased our aggregate debt, shortened the term of a portion of our senior debt and increased the dilutive effect of our convertible subordinated notes and related warrants, thereby increasing risks associated with the retirement of these obligations. The recent refinancings of our senior and subordinated debt have resulted in substantial cash and non-cash expenses, which may adversely affect the price of our common stock. Our stock price could decline because of the potentially dilutive effect of future financings, conversions of notes, effect of anti-dilution provisions or exercises of warrants and Common Stock options Significant sales of our common stock in the public market will cause our stock price to fall The nature of our government contract business is inherently subject to timing variances that pose difficulties in predicting and controlling short-term financial results and generating cash flow to service our debt, thereby increasing the risk that we may be subject to remedies available to our new lender We expect that we may need to raise additional capital in the future; additional funds may not be available on terms that are acceptable to us, or at all Our acquisition of Optex is subject to significant operational and financial risks and challenges that could adversely affect our financial condition and results of operations Certain Optex products are dependent on specialized sources of supply that are potentially subject to disruption and attendant adverse impact to our business Our acquisition strategy may further strain our capital resources, result in additional integration and assimilation challenges, be further dilutive to existing stockholders, result in unanticipated accounting charges and expenses, or otherwise adversely affect our results of operations We have historically generated substantial losses, which, if continued, could make it difficult to fund our operations or successfully execute our business plan, and could adversely affect our stock price Our government-funded research and development business depends on a limited number of customers, and if any of these customers terminate or reduce their contracts with us, or if we cannot obtain additional government contracts in the future, our revenues will decline and our results of operations will be adversely affected Because both our historical operations and those of Optex currently depend on government contracts and subcontracts, we face additional risks related to contracting with the federal government, including federal budget issues and fixed price contracts If we are not able to commercialize our technology, we may not be able to increase our revenues or achieve or sustain profitability The significant military operations in the Middle East or elsewhere may require diversions of government research and development funding, thereby causing disruptions to our contracts or otherwise adversely impact our revenues If we fail to scale our operations appropriately in response to recent growth, the acquisition of Optex and changes in demand, we may be unable to meet competitive challenges or exploit potential market opportunities, and our business could be materially and adversely affected Historically, we have primarily depended on third party contract manufacturers for the manufacture of a majority of our products and any failure to secure and maintain sufficient manufacturing capacity or quality products could materially and adversely affect our business Optex faces additional risks related to contracting with the federal government, including federal budget issues and fixed price contracts If we are not able to obtain market acceptance of our new products, our revenues and results of operations will be adversely affected Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price The acquisition of Optex is expected to materially complicate the timely achievement of effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, which could have a material adverse effect on our business and stock price Our stock price has been subject to significant volatility If we are not able to adequately protect or enforce our patent or other intellectual property rights, our ability to compete in our target markets could be materially and adversely affected Our ability to exploit our own technologies may be constrained by the rights of third parties who could prevent us from selling our products in certain markets or could require us to obtain costly licenses Enforcing and protecting our patents and other proprietary information can be costly. If we are not able to adequately protect or enforce our proprietary information or if we become subject to infringement claims by others, our business, results of operations and financial condition may be materially adversely affected Our proprietary information and other intellectual property rights are subject to government use which, in some instances, limits our ability to capitalize on them We are subject to significant competition that could harm our ability to win new business or attract strategic partnerships and could increase the price pressure on our products We must continually adapt to unforeseen technological advances, or we may not be able to successfully compete with our competitors We do not have long-term employment agreements with most of our key personnel. If we are not able to retain our key personnel or Optex key personnel or attract additional key personnel as required, we may not be able to implement our business plan and our results of operations could be materially and adversely affected Changes in the accounting treatment of stock-based awards have adversely affected our reported results of operations and are likely to continue to do so in the future Our common stock may be delisted by the Nasdaq Capital Market if our stock price declines further or if we cannot maintain Nasdaq s listing requirements If we are delisted from the Nasdaq Capital Market, your ability to sell your shares of our common stock would also be limited by the penny stock restrictions, which could further limit the marketability of your shares We may be subject to additional risks

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357108--1/31/2007--IRVINE_SENSORS_CORP/DE/