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                                                                     EXHIBIT 4.6

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                            SERIES E PREFERRED STOCK
                                       OF
                           IRVINE SENSORS CORPORATION,
                             a Delaware corporation

               The undersigned, Robert G. Richards and John J. Stuart, Jr., the
duly elected and acting Chief Executive Officer and Secretary, respectively, of
Irvine Sensors Corporation, a Delaware corporation (the "Corporation"), hereby
certify that pursuant to the authority contained in Article IV of the
Corporation's Certificate of Incorporation, as amended, and in accordance with
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Corporation's Board of Directors has adopted the following
resolutions creating a series of its Preferred Stock designated as Series E
Convertible Preferred Stock:

               WHEREAS, the Corporation's Certificate of Incorporation provides
for a class of shares known as Preferred Stock, issuable from time to time in
one or more series; and

               WHEREAS, the Board of Directors of the Corporation is authorized
to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued shares of Preferred Stock, to fix
the number of shares constituting any such series, and to determine the
designation thereof, or any of any of them.

               NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby fixes and determines the designations of, the number of shares
constituting, and the rights, preferences, privileges and restrictions relating
to, a new series of Preferred Stock as follows:

               (a) Designation. The series of Preferred Stock is hereby
designated Series E Convertible Preferred Stock (the "Series E Preferred
Stock").

               (b) Authorized Shares. The number of authorized shares
constituting the Series E Preferred Stock shall be 10,000 shares of such series.

               (c) Dividends. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holder of the Series E Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors, out of any assets of the
Corporation legally available therefor, such dividends as may be declared from
time to time by the Board of Directors.

               (d) Liquidation Preference.

                   (i) Preference upon Liquidation, Dissolution or Winding Up.
In the event of any dissolution or winding up of the Corporation, whether
voluntary or involuntary, holders of each outstanding share of Series E
Preferred Stock shall be entitled to be paid first out of the assets of the
Corporation available for distribution to stockholders, whether such assets are
capital, surplus or earnings, an amount equal to $120 (the "Series E Purchase
Price") per share of Series E Preferred Stock held (as adjusted for any stock
splits, stock dividends or recapitalizations of the Series E Preferred Stock)
and any declared but unpaid dividends on such

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share, before any payment shall be made to the holders of the Common Stock, or
any other stock of the Corporation ranking as to assets upon liquidation,
dissolution or winding up of the Corporation junior to the Series E Preferred
Stock; provided, however, that the holders of Series E Preferred Stock shall not
be entitled to receive the liquidation preference of such shares until the
liquidation preference of any other series of or class of the Corporation's
stock then outstanding that ranks senior as to liquidation rights to the Series
E Preferred Stock (including already issued series of Preferred Stock) has been
paid in full. The holders of the Series E Preferred Stock shall be entitled to
share ratably, in accordance with the respective preferential amounts payable on
such stock, in any distribution (after payment of the liquidation preference of
the senior liquidation stock) which is not sufficient to pay in full the
aggregate of the amounts payable thereon. If, upon any liquidation, dissolution
or winding up of the Corporation, the assets to be distributed to the holders of
the Series E Preferred Stock shall be insufficient to permit payment to such
stockholders of the full preferential amounts aforesaid, then all of the assets
of the Corporation available for distribution to stockholders shall be
distributed to the holders of Series E Preferred Stock. Each holder of the
Series E Preferred Stock shall be entitled to receive that portion of the assets
available for distribution as the number of shares of Series E Preferred Stock
held by such holder bears to the total number of shares of Series E Preferred
Stock. Such payment shall constitute payment in full to the holders of the
Series E Preferred Stock upon the liquidation, dissolution or winding up of the
Corporation. After such payment shall have been made in full, or funds necessary
for such payment shall have been set aside by the Corporation in trust for the
account of the holders of Series E Preferred Stock, so as to be available for
such payment, such holders of Series E Preferred Stock shall be entitled to no
further participation in the distribution of the assets of the Corporation.

                   (ii)  Consolidation, Merger and Other Corporate Events. A
consolidation or merger of the Corporation (except into or with a subsidiary
corporation) or a sale, lease, mortgage, pledge, exchange, transfer or other
disposition of all or substantially all of the assets of the Corporation or any
reclassification of the stock of the Corporation (other than a change in par
value or from no par to par, or from par to no par or as the result of an event
described in subsections (v) through (viii) of paragraph (g)), shall be regarded
as a liquidation, dissolution or winding up of the affairs of the Corporation
within the meaning of this paragraph (d). In no event shall the issuance of new
classes of stock, whether senior, junior or on a parity with the Series E
Preferred Stock, be deemed a "reclassification" under or otherwise limited by
the terms hereof.

                   (iii) Distribution of Cash and Other Assets. In the event of
a liquidation, dissolution or winding up of the Corporation resulting in the
availability of assets other than cash for distribution to the holders of the
Series E Preferred Stock, the holders of the Series E Preferred Stock shall be
entitled to a distribution of cash and/or assets equal to the value of the
liquidation preference stated in subsection (i) of this paragraph (d), which
valuation shall be made solely by the Board of Directors, and provided that such
Board of Directors was acting in good faith, shall be conclusive.

                   (iv)  Distribution to Junior Security Holders. After the
payment or distribution to the holders of the Series E Preferred Stock of the
full preferential amounts aforesaid, the holders of the Common Stock then
outstanding (excluding Common Stock held by the Corporation as treasury stock)
shall be entitled to receive ratably all of the remaining assets of the
Corporation.

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                    (v)   Preference; Priority. References to a stock that is
"senior" to, on a "parity" with or "junior" to other stock as to liquidation
shall refer, respectively, to rights of priority of one series or class of stock
over another in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation. The Series E Preferred Stock shall be senior to
the Common Stock of the Corporation and junior to the Corporation's outstanding
Series B Cumulative Convertible Preferred Stock, the Series C Cumulative
Convertible Preferred Stock and the Series D Convertible Preferred Stock as to
liquidation.

               (e)  Redemption. The Series E Preferred Stock shall not be
redeemable.

               (f)  Voting Rights. Except as otherwise required by law, the
holder of shares of Series E Preferred Stock shall not have the right to vote on
matters that come before the stockholders.

               (g)  Conversion Rights. The holders of Series E Preferred Stock
will have the following conversion rights:

                    (i)   Right to Convert. Subject to and in compliance with
the provisions of this paragraph (g), any issued and outstanding shares of
Series E Preferred Stock may, at the option of the holder, be converted at any
time or from time to time into fully paid and nonassessable shares of Common
Stock at the conversion rate in effect at the time of conversion, determined as
provided herein; provided, that a holder of Series E Preferred Stock may at any
given time convert only up to that number of shares of Series E Preferred Stock
so that, upon conversion, such holder's beneficial ownership (as calculated
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
the Company's Common Stock is not more than 9.99% of the Company's Common Stock
then outstanding.

                    (ii)  Mechanics of Conversion. Before any holder of Series E
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Common Stock, and shall give written notice to the Corporation at such office
that he elects to convert the same and shall state therein the number of shares
of Series E Preferred Stock being converted. Thereupon, the Corporation shall
promptly issue and deliver at such office to such holder of Series E Preferred
Stock a certificate or certificates for the number of shares of Common Stock to
which he shall be entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series E Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

                    (iii) Conversion Price. The number of shares into which one
share of Series E Preferred Stock shall be convertible shall be determined by
dividing $120 (the "Series E Purchase Price") by the then existing Conversion
Price (as set forth below), which shall be subject to adjustment from time to
time in certain instances, as provided below in this paragraph (g)(iii) (the
"Conversion Ratio"). The initial "Conversion Price" per share for the Series E
Preferred Stock shall be $1.20 per share, so that the each share of Series E
Preferred Stock shall initially be convertible into Common Stock at a Conversion
Ratio equal to 100 shares of Common Stock for each share of Series E Preferred
Stock. The Conversion Price shall be

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adjusted from time to time to either (A) 85% of the Market Price (as defined
below), or (B) the then existing Floor Price, based on whichever formula would
result in a lower number of conversion shares being issued, in each instance,
rounded to the nearest penny. The "Floor Price" shall initially be $0.85, but
shall be subsequently adjusted at the end of each calendar month to be 75% of
the volume weighted average trading price of the Corporation's Common Stock for
the calendar month then just ended as obtained from the NASDAQ Stock Market,
Bloomberg Financial Services or another similar service. Notwithstanding the
foregoing, in no event shall (A) the Floor Price be less than $0.85 nor more
than $1.50 or (B) the total number of shares issuable upon conversion of all of
the Series E Preferred Stock be less than 800,000 shares or in excess of
1,411,765 shares (as adjusted for subsequent stock splits, stock dividends or
recapitalizations of the Corporation's capital stock). Until the shares of
Common Stock issuable from conversion of the Series E Preferred Stock (the
"Conversion Shares") are registered pursuant to a registration statement on Form
S-3 or another available form (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended, this monthly adjustment in Floor Price shall
be upward or downward, within the $0.85 and $1.50 limitations set forth above.
After such a Registration Statement covering the Conversion Shares is declared
effective, all subsequent monthly adjustments in the Floor Price shall be upward
only.

               For purposes of illustration only, if the Market Price is $1.00
or less at time of conversion and the Floor Price is $0.85, the Conversion Ratio
will be $120/$0.85 = 141.1765 to 1, allowing the 10,000 shares of Series E
Preferred Stock to be converted into 1,411,765 shares of Common Stock, the
maximum number of shares of Common Stock into which the Preferred Stock may be
converted. On the other hand, if the Market Price is $1.00 or less at time of
conversion and the Floor Price has been subsequently adjusted upward to $1.00,
the Conversion Ratio will be $120/$1.00 = 120 to 1, allowing the 10,000 shares
of Preferred Stock to be converted into 1,200,000 shares of Common Stock.
Similarly, if the Market Price is $1.7647 or higher at time of conversion, the
Conversion Ratio will be $120/$1.50 = 80 to 1, allowing the 10,000 shares of
Preferred Stock to be converted into 800,000 shares of Common Stock. Since the
Floor Price cannot exceed $1.50, conversion at higher Market Prices will not
change the Conversion Ratio further.

               For purposes of determining the Conversion Price, the "Market
Price" shall equal the volume weighted average trading price of the
Corporation's Common Stock, as obtained from the NASDAQ Stock Market, Bloomberg
Financial Services or another similar service, for the five consecutive trading
days immediately preceding the conversion date (which may include trading days
prior to the date the Series E Preferred Stock is first issued (the "Original
Issue Date"), provided, that such five trading day period shall be extended by
the number of trading days during such period on which (A) trading in the
Corporation's Common Stock is suspended by, or not traded on, the Nasdaq
SmallCap Market, the Nasdaq National Market or successor market on which the
Corporation's Common Stock is then listed, or (B) after the date the
Registration Statement for the Conversion Shares is declared effective by the
Securities and Exchange Commission, the prospectus included in the Registration
Statement for the Conversion Shares may not be used by the holders of Series E
Preferred Stock for the resale of the Conversion Shares.

                    (iv)  Adjustment to Conversion Ratio upon Event of Default.
If an Event of Default (as defined below) occurs and remains uncured for a
period of 30 days following receipt of notice of such Event of Default in
accordance with this paragraph (g)(iv), the

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Conversion Ratio then in effect in accordance with the terms hereof shall be
increased by 10% (rounded to the nearest penny, as more fully described herein);
provided, however, that in no event shall the Series E Preferred Stock convert
into more than 1,411,765 shares of Common Stock (as adjusted for subsequent
stock splits, stock dividends or recapitalizations of the Corporation's capital
stock). An "Event of Default" shall include the commencement by the Corporation
of a voluntary case or proceeding under the bankruptcy laws or the Corporation's
failure to: (A) file the Registration Statement with the Securities and Exchange
Commission within 30 days after the Original Issue Date; (B) maintain the
listing of the Corporation's Common Stock on the Nasdaq SmallCap Market, the
Nasdaq National Market or successor market; or (C) discharge or stay a
bankruptcy proceeding within 60 days of such action being taken against the
Corporation. Following an Event of Default, a holder of Series E Preferred Stock
may, at its option, exercise any of all of its remedies under the Series E
Preferred Stock or convert the shares into shares of Common Stock pursuant to
this paragraph (g). Notwithstanding any change in the Conversion Ratio as a
result of such Event of Default or subsequent conversion by a holder of Series E
Preferred Stock, a holder may still pursue all remedies available to such holder
under applicable law if an Event of Default has occurred.

                    (v)   Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time or from time to time after the Original Issuance
Date effect a subdivision of the outstanding Common Stock, the Conversion Price
in effect immediately prior thereto shall be proportionately decreased, and
conversely, if the Corporation shall at any time or from time to time after the
Original Issuance Date combine the outstanding shares of Common Stock, the
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this paragraph (g)(v) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

                    (vi)  Adjustment for Certain Dividends and Distributions. In
the event the Corporation at any time, or from time to time after the Original
Issuance Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, then and in each such event the
Conversion Price for the Series E Preferred Stock then in effect shall be
decreased as of the time of such issuance or, in the event such a record date
shall have been fixed, as of the close of business on such record date, by
multiplying the Conversion Price for such Series E Preferred Stock then in
effect by a fraction:

                          (A) the numerator of which shall be the total number
     of shares of Common Stock issued and outstanding immediately prior to the
     time of such issuance or the close of business on such record date, and

                          (B) the denominator of which shall be the total number
     of shares of Common Stock issued and outstanding immediately prior to the
     time of such issuance or the close of business on such record date plus the
     number of shares of Common Stock issuable in payment of such dividend or
     distribution;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Series E Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter, the Conversion Price for the Series E Preferred Stock shall be
adjusted

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pursuant to this paragraph (g)(vi) as of the time of actual payment of such
dividends or distributions.

                    (vii)  Adjustments for Other Dividends and Distributions. In
the event the Corporation at any time or from time to time after the Original
Issuance Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of such
Series E Preferred Stock shall receive upon conversion thereof in addition to
the number of shares of Common Stock receivable thereupon, the amount of
securities of the Corporation that they would have received had their Series E
Preferred Stock been converted into Common Stock on the date of such event and
had thereafter, during the period from the date of such event to and including
the conversion date, retained such securities receivable by them as aforesaid
during such period giving application to all adjustments called for during such
period under this paragraph (g) with respect to the rights of the holders of the
Series E Preferred Stock.

                    (viii) Adjustment for Reclassification Exchange or
Substitution. If the Common Stock issuable upon the conversion of the Series E
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for above, or a reorganization, merger, consolidation
or sale of assets provided for elsewhere in this paragraph (g)), then and in
each such event the holder of each share of Series E Preferred Stock shall have
the right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification or other change, by holders of the number of shares of Common
Stock into which such shares of Series E Preferred Stock might have been
converted immediately prior to such reorganization, reclassification, or change,
all subject to further adjustment as provided herein.

                    (ix)   Reorganization, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this paragraph
(g)) or a merger or consolidation of the Corporation with or into another
corporation, or the sale of all or substantially all of the Corporation's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series E Preferred Stock shall thereafter be entitled to
receive upon conversion of such Series E Preferred Stock, the number of shares
of stock or other securities or property of the Corporation or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this paragraph (g) with respect to the rights of the holders of the Series E
Preferred Stock after the reorganization, merger, consolidation or sale to the
end that the provisions of this paragraph (g) (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series E Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.

                    (x)    Certificate of Adjustment. In each case of an
adjustment or readjustment of the Conversion Price for the number of shares of
Common Stock or other

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securities issuable upon conversion of the Series E Preferred Stock, the
Corporation shall compute such adjustment or readjustment in accordance herewith
and the Corporation's Chief Financial Officer shall prepare and sign a
certificate showing such adjustment or readjustment, and shall mail such
certificate by first class mail, postage prepaid. to each registered holder of
the Series E Preferred Stock at the holder's address as shown in the
Corporation's books. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based.

                    (xi)   Notices of Record Date. In the event of (A) any
taking by the Corporation of a record of the holders of any class or series of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution or (B) any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation or any transfer of all or substantially all of
the assets of the Corporation to any other corporation, entity or person, or any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation, the Corporation shall mail to each holder of Series E Preferred
Stock at least 20 days prior to the record date specified therein, a notice
specifying (1) the date on which any such record is to be taken for the purpose
of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective and (3) the time, if any is to be fixed, as to when
the holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares, of Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up.

                    (xii)  Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversion of the Series E Preferred Stock. In lieu
of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to the product of such fraction multiplied by
the fair market value of one share of the Corporation's Common Stock on the date
of conversion, as determined in good faith by the Board of Directors.

                    (xiii) Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series E Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series E Preferred Stock, and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series E
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

                    (xiv)  Notices. Any notice required by the provisions of
this paragraph (g) to be given to the holders of shares of Series E Preferred
Stock shall be deemed given (i) if deposited in the United States mail, postage
prepaid, or (ii) if given by any other reliable or generally accepted means
(including by facsimile or by a nationally recognized overnight courier
service), in each case addressed to each holder of record at his address (or
facsimile number) appearing on the books of the Corporation.

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                    (xv)   Payment of Taxes. The Corporation will pay all
transfer taxes and other governmental charges that may be imposed in respect of
the issue or delivery of shares of Common Stock upon conversion of shares of
Series E Preferred Stock.

                    (xvi)  No Dilution or Impairment. The Corporation shall not
amend its Certificate of Incorporation or participate in any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, for the purpose of avoiding or seeking
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, without the approval of a majority of
the then outstanding Series E Preferred Stock.

               (h)  No Reissuance of Preferred Stock. No share or shares of
Series E Preferred Stock acquired by the Corporation by reason of purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares of Series E Preferred Stock
that the Corporation shall be authorized to issue.

               (i)  Severability. If any right, preference or limitation of the
Series E Preferred Stock set forth herein is invalid, unlawful or incapable of
being enforced by reason of any rule, law or public policy, all other rights,
preferences and limitations set forth herein that can be given effect without
the invalid, unlawful or unenforceable right, preference or limitation shall
nevertheless remain in full force and effect, and no right, preference or
limitation herein shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

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     IN WITNESS WHEREOF, IRVINE SENSORS CORPORATION has caused this Certificate
of Designations, Preferences and Rights of Series E Preferred Stock to be
executed by Robert G. Richards, its Chief Executive Officer, and John J. Stuart,
Jr., its Secretary, this 23rd day of December 2002.



                                  /s/ Robert G. Richards
                                  ___________________________________________
                                  Robert G. Richards, Chief Executive Officer


Attest:


/s/ John J. Stuart
______________________________
John J. Stuart, Jr., Secretary