LICENSE AGREEMENT

                                   as amended

      September 30, 1997, March 11, 1998, August 10, 1998 & August 25, 1998



          THIS LICENSE AGREEMENT is made and entered into as of the 30th day of

July 1997, by and between IRVINE SENSORS CORPORATION, a Delaware Corporation

(the "Company"), and ADVANCED TECHNOLOGY PRODUCTS, LLC, a California limited

liability company ("ATP"), with reference to the following facts:



               A. The Company is the owner of certain intellectual property

               rights (the "Technology") to two high technology products, the

               Real Time Vector Image Processor ("VIP-20") and Electronic Film

               ("E-Film"). The Technology is described in Exhibit A annexed

               hereto.



               B. ATP desires to obtain the Technology for $400,000 and to

               license the Technology back to the Company to develop the VIP-20

               and E-Film into commercially marketable products.



               C. The parties desire to enter into this Agreement to define

               their future rights to the Technology.



          NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties hereto do hereby agree as

follows:



     1. Purchase of Technology. ATP hereby agrees to purchase the Technology

from the Company for the sum of Four Hundred Thousand Dollars ($400,000). The

parties shall use their best efforts to consummate the sale of the Technology by

December 31, 1997.



     2. License. ATP hereby grants to the Company and the Company accepts a

transferable, exclusive, worldwide license to use the Technology for the purpose

of developing and manufacturing products utilizing the Technology ("Licensed

Products"), to enter into and perform contracts that utilize the Technology with

any party, and to use, sell or otherwise dispose of Licensed Products in all

countries of the world.



     3. Product Development Funding. ATP shall have the right, but not the

obligation, to fund the research and development and manufacturing and marketing

activities to be carried out by the Company, in an amount not to exceed

$1,100,000. If ATP commences to fund such activities it shall have the right to

suspend such funding in its sole discretion.



     4. Royalties.



          4.1 In consideration of the license granted in Section 2 hereof and

its commitment to fund certain activities relating to the Products pursuant to

Section 3 hereof, the Company agrees that its direct sales of Licensed Products

covered by one or more claims of any of the patents or Technology listed in

Exhibit A shall be subject to royalty payments on the Gross Selling Price

thereof (as hereinafter defined). Such royalty shall be paid at the following

rates, subject to the election of investors in ATP's offering of limited

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