IRVINE
    SENSORS CORPORATION
  CERTIFICATE
    OF DESIGNATIONS
    OF RIGHTS, PREFERENCES, PRIVILEGES AND LIMITATIONS
  SERIES A-2
    10% CUMULATIVE CONVERTIBLE PREFERRED STOCK
    Corporation
  DOES
    HEREBY CERTIFY THAT:
  FIRST: Series A-2
  RESOLVED Board of
    Directors Series A-2
  SERIES A-2
    10% CUMULATIVE CONVERTIBLE PREFERRED STOCK
  Designation: Number of
    Shares. Series A-2 Series A-2
    Preferred Stock Series A-2 Series A-2 Stated
    Value Series A-2 Original Issue Series A-2
  Dividends.
  Series A-2 Series A-2 pari passu Series A-1 Series A-1
    Stock Junior Stock Series A-2 Series A-2 Series A-2 Series A-2




---



##### 



Series A-2 Series A-2 Series A-2 Series A-2 Series A-2 Series A-1 Parity Stock
  Liquidation and Optional
    Redemption Rights
  winding-up Series A-2 pari passu Series A-1 Series A-2 Series A-2 Series A-2 Series A-2 winding-up, Series A-2
  Series A-2 winding-up Series A-2 Series A-2 Series A-2
  Series A-2 Series A-2 Optional Redemption Notice of Redemption Series A-2 Redemption Payment Date Redemption Period
 2




---



##### 



Series A-2
  Conversion into Common
    Stock. Series A-2
  Series A-2 Series A-2 Obligation Amount Conversion Price
    Series A-2 Series A-2 Subscription
    Agreement Series A-2 Series A-2 Series A-2 Delivery Date Series A-2 Series A-2 Series A-2 Series A-2
  Series A-2
  Series A-2
  Series A-2 Series A-2 Series A-2
 3




---



##### 



Closing Price
  Regulation 13d-3
    Series A-2 Series A-2 Series A-2
  Series A-2 Lower Price
    Issuance Series A-2
 4




---



##### 



Excepted Issuances Series A-1 Series A-2 Series A-2
  Series A-2 Series A-2 Series A-2 and/or Series A-2
  Series A-2 Series A-2
  Series A-2 Series A-2 Series A-2
       5




---



##### 



winding-up
  Series A-2 winding-up Series A-2 Series A-2
  Series A-2 Series A-2
  Common Stock and/or Series A-2
  Series A-2 Series A-2
  Series A-2 Series A-2
  Buy-In Series A-2 Series A-2
   6




---



##### 



Series A-2 Series A-2
  Series A-2 Series A-2 Series A-2 Mandatory Conversion
    Time Series A-2 Series A-2 Series A-2 Series A-2 Series A-2 Series A-2 Series A-2
  Voting Rights. Series A-2
  Restrictions and
    Limitations Series A-2
  Amendments to Charter.
  Series A-2 Series A-2
 7




---



##### 



Series A-2 Series A-2 Series A-2
  Series A-2
  Series A-2
  Series A-2
  Additional Issuances.
  Series A-2 Series A-2
  Series A-2
  Event of Default.
  Series A-2 Event of Default
             8




---



##### 



Series A-2
      Series A-2 and/or
  Status of Converted or Redeemed
    Stock. Series A-2 Series A-2
    IRVINE
    SENSORS CORPORATION
  By:

/s/ JOHN CARSONJohn Carson,President and Chief Executive Officer
  9




---



##### 



EXHIBIT A
  NOTICE OF CONVERSION
  (To Be
    Executed By the Registered holder in Order to Convert
    the
    Series A-2
    10% Cumulative Convertible Preferred Stock
    of Irvine Sensors Corporation.)
  Series A-2
  ­
    ­
  ­
    ­
  ­
    ­
    o
    A
    Series A-2
    Convertible Preferred Stock certificate is being delivered
    herewith. The unconverted portion of such certificate should be
    reissued and delivered to the undersigned.o
    A
    Series A-2
    Convertible Preferred Stock certificate is not being delivered
    to Irvine Sensors Corporation  ­
    ­
  ­
    ­
  ­
    ­
  ­
    ­