CACI TECHNOLOGIES, INC. SUBCONTRACT

Exhibit 10.14

CACI TECHNOLOGIES, INC.

SUBCONTRACT NO. 601-04-S-0226

ISSUED TO

IRVINE SENSORS CORPORATION

(NVESD) TECHNICAL TASK ORDER NO: TTO-002

This Technical Task Order is issued pursuant to, and shall be performed in accordance with the terms and conditions of Subcontract No. 601-04-S-0226, between the parties hereto and shall be performed in accordance with the attached Statement of Work. Accordingly, the following instructions are provided:

The above limitations represent the FFP funding only. Performance of this Task Order and the Statement of Work shall be in accordance with the Subcontract. Seller shall provide the necessary personnel and facilities to provide / perform the services specified in the attached Statement of Work. The amount of effort expended and CACI’s liability therefore is limited to the effort expended as directed and approved by the Technical Manager. However, in no event shall the level of effort exceed the limit specified herein.

PMTV II PAYMENT MILESTONE

SCHEDULE

Statement of Work

Personal Miniature Thermal Vision System

This Statement of Work defines the requirements for Irvine Sensors Corporation, herein referred to as Irvine Sensors or “the subcontractor”, to perform as a subcontractor to CACI Technologies, Inc., herein referred to as CACI or “the Prime”, who will serve as the Prime Contractor for this effort under the High Technology Engineering and Technical Services contract with the Night Vision and Electronic Sensors Directorate (NVESD).

1.0 Scope.

The Personal Miniature Thermal Vision system (PMTV) is an uncooled microbolometer based thermal imager with a multifunctional design that enables the user to have an ultra lightweight thermal weapon sight suitable for Military Operations in Urban Terrain (MOUT) or a hand held Thermal Pocket Scope for reconnaissance and observation operations. The PMTV offers an increased resolution over other similarly sized thermal imagers without increasing the size of the focal plane (320x240 25um pixel pitch vs. 160x120 50um pixel pitch). The primary goal of this continuing program is to enhance the state of the art PMTV by making it more robust and higher performance for use as a lightweight thermal weapon sight in MOUT environments and to expand on its utility as a “Thermal Pocket Scope”. This effort will include integrating a collimated display so the PMTV can be mounted in front of an Army issue M68 Close Combat Optic (CCO) when mounted on an M4 carbine, a remote switch to turn the PMTV on/off, miniaturized electronics for less weight, volume, and power consumption, an offset of the objective lens and the display to overcome the front sight post interfering with the Field of View, a remote display package, and Electronic Zoom on the 640x480 model. Another goal

of the program is to demonstrate the PMTV 640x480 25um VOx focal plane array with two working prototypes. The PMTV program will demonstrate and evaluate prototype hardware performance and suitability for enhancing the capability of the soldier.

Background.

The Army environment has changed, mandating that the Army change as well. While the Army remains unchallenged in major theater war operations, the ability to rapidly respond to small-scale contingency operations is tenuous. Consequently, how these types of operations are conducted will influence the Army’s ability to deter and coerce potential adversaries. The Army must possess an overwhelming technological advantage in many potential soldier environments to include urban terrain. New technologies must be affordable and require significantly reduced operation and maintenance costs. The PMTV will give a soldier a truly lightweight thermal capability for both dismounted mobility and target acquisition. Demonstration of acceptable performance with reduced power and weight compared to currently available thermal imagers is essential for future consideration.

2.0 Applicable Documents.

The following documents form a part of this Statement of Work to the extent specified herein.

The following documents are to be used for guidance only

In the event of a conflict between the text of this Statement of Work (SOW) and the references cited herein, the text of this SOW shall take precedence. Nothing in this document, however, supersedes applicable laws and regulations unless a specific exemption has been obtained.

3.0 Requirements.

The subcontractor shall deliver five (4) functional 320x240 enhanced PMTVs in a Pocket Scope configuration, five (4) functional 320x240 enhanced PMTVs in a lightweight thermal weapon sight configuration, and two (2) 640x480 PMTV prototypes in a lightweight thermal weapon sight configuration by contract end. The Advanced Sensor Test Facility at NVESD will perform a characterization of the enhanced PMTV that will be compared to the baseline characterization completed in the Phase II Plus SBIR. Characterization will include weight, power consumption, Modulation Transfer Function (MTF), and Noise Equivalent Temperature Difference (NETD).

3.1 Performance Specification – 320x240 Pocket Scope Configuration.

This SOW specifically addresses development of a militarized thermal imager based on a 320x240 FPAwith approximately 25-micron pixel pitch.

The units to be built shall meet the following performance parameters.

The following requirements apply to deliverables: