SECURED PROMISSORY NOTE

Exhibit 10.2

THE TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF PAYEE THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED PROMISSORY NOTE

1.  Principal and Interest . For value received, IRVINE SENSORS CORPORATION, a Delaware corporation ( “Company” ), hereby promises to pay to the order of ROBERT GUINDI, an individual ( “Payee” ), whose address is as set forth below, or such other address as the holder of this Secured Promissory Note (this “Note” ) may designate in writing, the principal sum of $                      together with interest on the unpaid principal balance from time to time remaining at a rate per annum (calculated on the basis of actual days elapsed, but computed as if each calendar year consisted of 365 days) which shall from day to day be equal to 12%. The principal of and accrued interest on this Note shall be due and payable in full eighteen (18) months from the date hereof. This Note is part of an offering of up to $1,000,000 in principal balance being made by the Company (the “ Offering ”) and the other purchasers of notes in such Offering are referred to as the “ Other Payees ” and all the notes issued in such Offering, including this Note are referred to as the “ Notes ”.

2.  Security and Priority . The Payee and each of the Other Payees shall be a party to that certain Intercreditor Agreement with Longview Fund L.P. and Alpha Capital Anstalt (the “ Original Lenders ”), pursuant to which the Original Lenders have subordinated certain of their obligations to the repayment of all amounts owed for principal, interest and any other amounts owed to the Payee and each of the other Payees are entitled to under the Notes. The Notes are secured by a Security Agreement in substantially all assets of the Company on the terms set forth in the Security Agreement. The lien in the collateral under the Security Agreement is senior to the lien of the Original Lenders and all collateral is being held in the name of the collateral agent under that certain Collateral Agent Agreement.

3.  Equity Securities . As consideration for making the advance under this Note, the Company shall issue shares of its Common Stock to Payee with a value equal to 25% of the principal amount of the Note, based on the fair market value of the Company’s Common Stock (as determined in accordance with Nasdaq’s rules) (the “ Market Value ”) as of the date of issuance of the Note (the “ Initial Shares ”). The Initial Shares will be issued to Payee upon the earlier of (i) the closing of an equity private placement to be conducted by J.P. Turner & Company, L.L.C. with gross proceeds of at least $2.0 million (the “ J.P. Turner Financing ”) or (ii) seven months following the issuance date of the Note or as soon as practicable thereafter as permitted by the NASDAQ Stock Market, LLC (“ Nasdaq ”). In the event that the Note has not been paid in full on or before the six month anniversary of the issuance date of the Note (the “ Six Month Anniversary Date ”), the Company shall issue an additional number of shares of its Common Stock to Payee with a value equal to 12.5% of the principal amount of the Note, based on the greater of (i) the Market Value of the Company’s Common Stock as of the Six Month Anniversary Date or (ii) the Market Value of the Company’s Common Stock as of the date of issuance of the Notes (the “ Six Month Shares ”). In the event the J.P. Turner Financing has closed prior to the Six Month Anniversary Date, the Six Month Shares will be issued to Payee upon the first business day immediately following the Six Month Anniversary Date or as soon as practicable thereafter as permitted by Nasdaq. In the event that the J.P. Turner Financing has not closed prior to the Six Month Anniversary Date, the Six Month Shares will be issued to the Payee upon the earlier of (i) the closing of the J.P. Turner Financing or (ii) seven months following the issuance date of the Notes or as soon as practicable thereafter as permitted by Nasdaq. In the event that the Note has not been paid in full on or before the twelve month anniversary of the issuance date of the Note (the “ Twelve Month Anniversary Date ”), the Company shall issue shares of its Common Stock to Payee with a value equal to 12.5% of the principal amount of the Note, based on the greater of (i) the Market Value of the Company’s Common Stock as of the Twelve Month Anniversary Date or (ii) the Market Value of the Company’s Common Stock as of the date of issuance of the Notes (the “ Twelve Month Shares ” and together with the Initial Shares and the Six Month Shares, the “ Shares ”). The Twelve Month Shares will be issued to