Amendment to Loan and Security Agreement



 Exhibit 10.1 
 AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 This Amendment to Loan and Security Agreement (this
“Amendment”) is entered into as of March 30, 2006, by and between SQUARE 1 BANK (“Bank”) and IRVINE SENSORS CORPORATION (“Borrower”). 
 RECITALS 
 Borrower and Bank are parties to that certain Loan and Security Agreement dated as of
December 30, 2005, as amended from time to time (the “Agreement”). On March 8, 2006, Bank delivered to Borrower a Notice of Default (the “NOD”). The parties desire to amend the Agreement in accordance with the terms of
this Amendment. 
 NOW, THEREFORE, the parties agree as follows: 
 1. Bank hereby waives Borrower’s failure to comply with Section 6.7(c) of the Agreement as in effect prior to this Amendment, solely for the
period ended January 29, 2006. 
 2. The restriction on Advances set forth in the NOD hereby is lifted and of no further force or
effect. 
 3. Section 6.7(a) of the Agreement hereby is amended and restated in its entirety to read as follows: 
 “(a) Profitability. As of the last day of each calendar month commencing August 31, 2006, Profitability of not less than
$1.00 for such month, on a rolling 3-month basis.” 
 4. Section 6.7(b) of the Agreement hereby is amended and restated in its
entirety to read as follows: 
 “(b) Debt Service Coverage Ratio. A ratio of EBITDA plus non-cash employee
retirement plan contributions, less cash taxes and cash unfinanced Capitalized Expenditures, to the principal and interest payments due on the Credit Extensions during the period, plus any cash principal and interest payments due on account of
Subordinated Debt during the period; all as of the last day of each month for the rolling three (3) months ending on that date, of not less than (i) 1.20 to 1.00 from June 30, 2006 through the first anniversary of the Closing Date;
and (ii) 1.25 to 1.00 thereafter.” 
 5. Section 6.7(c) of the Agreement hereby is amended and restated in its entirety to
read as follows: 
 “(c) Tangible Net Worth Plus Subordinated Debt. Commencing with the reporting period ending
February 28, 2006, a Tangible Net Worth plus Subordinated Debt at all times of not less than $3,850,000, increasing quarterly by 50% of net profit (but not decreasing for losses) and by 100% of any favorable accounting adjustments to a
component of Tangible Net Worth.” 
 6. New Section 6.2(e) hereby is added to the Agreement to read as follows: 
 “(e) By Friday of each week, a weekly cash flow forecast, in form and content reasonably acceptable to Bank, for the following
week.” 
 7. Exhibit E to the Agreement hereby is replaced with Exhibit E attached hereto. 
 8. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver
thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 
 9. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and
hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the 

  

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execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof. 
 10. Borrower represents and warrants that the Representations and Warranties contained
in the Agreement (except as are made as of an earlier date) are true and correct as of the date of this Amendment, and that, except as waived hereby, no Event of Default has occurred and is continuing. 
 11. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

 (a) this Amendment, duly executed by Borrower; 
 (b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Amendment; 
 (c) an amendment fee in the amount of $10,000, which may be debited from any of Borrower’s accounts;

 (d) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of
Borrower’s accounts; and 
 (e) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate. 
 12. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument. 
 [Balance of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

  

			
	IRVINE SENSORS CORPORATION
		
	By:	 	/s/ JOHN J. STUART, JR.
	Title:	 	Sr. VP & CFO
		 	
		 	
	SQUARE 1 BANK
		
	By:	 	/s/ MICHAEL BERRIER
	Title:	 	SVP


 [Signature Page to Amendment to Loan & Security Agreement] 








 EXHIBIT E 
 COMPLIANCE CERTIFICATE 
  

	TO:        	SQUARE 1 BANK 

  

	FROM:  	IRVINE SENSORS CORPORATION 

 The undersigned authorized
officer of IRVINE SENSORS CORPORATION hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the
period ending                      with all required covenants except as noted below and (ii) all representations and warranties of
Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

											
	 Reporting Covenant
	  	 Required
	  	Complies
				
	Monthly financial statements	  	 Monthly within 30 days
	  	Yes	  	No
	Annual (CPA Audited)	  	 FYE within 150 days
	  	Yes	  	No
	10K and 10Q	  	 (as applicable)
	  	Yes	  	No
	A/R & A/P Agings, Borrowing Base Cert.	  	 Monthly within 10 days
	  	Yes	  	No
	Cash flow forecasts	  	 Weekly by Friday of each week
	  	Yes	  	No
	A/R Audit	  	 Initial and Semi-Annual
	  	Yes	  	No
	IP Report	  	 Quarterly within 30 days
	  	Yes	  	No
	Total amount of Borrower’s cash and investments	  	 Amount:
$                    
	  		  	
	Total amount of Borrower’s cash and investments maintained with Bank	  	 Amount:
$                    
	  		  	
				
		  		  		  	
	 Financial Covenant
	  	 Required
	  	 Actual
	  	Complies
	Minimum Profitability (Rolling 3-Month basis; commencing 8/06)	  	$1.00	  	$                    	  	Yes	  	No
	Minimum Debt Service Coverage Ratio (Rolling 3-Month basis; commencing 6/06)	  	1.20:1.001	  	                :1.00	  	Yes	  	No
	Minimum Tangible Net Worth (from 2/28/06)	  	$3,850,0002	  	$                    	  	Yes	  	No

  

	1	Increasing to 1.25:1.00 from and after the 13th month following the Closing Date


  

	2	Plus 50% of quarterly net income (but not decreasing for losses) and 100% of favorable
accounting adjustments to a component of Tangible Net Worth 

  

			
	  	  	  
	Comments Regarding Exceptions: See Attached.	  	BANK USE ONLY
	 	 
	  	  	 Received by:                                   
                           

	Sincerely,	  	AUTHORIZED SIGNER
	 	 
	  	  	 Date:                                     
                         

	 	 
	  	  	 Verified:                                     
                         

	                                      
                                        
  
SIGNATURE	  	AUTHORIZED SIGNER
	 	 
	  	  	 Date:                                     
                         

	                                      
                                        
  
TITLE	  	  
	  	  	Compliance
Status                    Yes             No
	 	 
	  	  	  
	                                      
                                        
  
DATE