SEPTEMBER 2007 AMENDMENT OF JULY 2007 SECURED PROMISSORY NOTE ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P.

Exhibit 10.75

SEPTEMBER 2007 AMENDMENT OF JULY 2007 SECURED
PROMISSORY NOTE ISSUED BY IRVINE SENSORS CORPORATION
AND HELD BY LONGVIEW FUND L.P.

     This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment of July 2007 Secured Promissory Note”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation (hereinafter called “Company”), and LONGVIEW FUND L.P. (“Holder”). The Company and Holder are entering into this September 2007 Amendment of July 2007 Secured Promissory Note to amend certain provisions of certain Secured Promissory Note issued July 19, 2007 (each a “Secured Promissory Note”), issued by the Company pursuant to a Loan Agreement dated as of July 19, 2007 (the “Loan Agreement”).

     NOW THEREFORE, in consideration of the mutual covenants and other agreements contained in this Amendment and other good and valuable consideration, receipt of which is acknowledged, the Company and the Holder hereby agree as follows:

     1. The Principal Amount and interest due on the Secured Promissory Note shall be due and payable on December 31, 2009, subject to acceleration as described in the Secured Promissory Note, Loan Agreement and other agreements made in connection therewith. Interest shall compound monthly.

     2. Except as expressly amended hereby, the Secured Promissory Note Loan Agreement and all other agreements made in connection therewith and all terms thereof shall remain in full force and effect.

     3. This September 2007 Amendment of July 2007 Secured Promissory Note may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) same with the same force and effect as if such signature were an original thereof.

     IN WITNESS WHEREOF, Company and Holder hereby execute this September 2007 Amendment of July 2007 Secured Promissory Note as of the date first written above.