U.S. Army Space and Missile Defense Command and Irvine Sensors Corporation SBIR Phase III Contract (DASG60-02-C-0029)

Summary

This contract is between the U.S. Army Space and Missile Defense Command and Irvine Sensors Corporation. It covers work under the Small Business Innovation Research (SBIR) Phase III program, specifically for the "Silicon Brain Initiative." Irvine Sensors will perform research and development as outlined in their proposal, with a total contract value of $958,998. The agreement specifies deliverables, payment terms, and administrative details, and is effective as of May 7, 2002. The contract is governed by federal acquisition regulations and includes standard clauses for government contracts.

EX-10.2 4 dex102.txt CONTRACT NO. DASG60-02-C-0029 EXHIBIT 10.2 - ------------------------------------------------------------------------------------------------------------------------------------ AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES UNDER DPAS (15 CFR 350) DX-A2 1 17 - ------------------------------------------------------------------------------------------------------------------------------------ 2. CONTRACT (Proc. Insl. ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO. DASG60-02-C-0029 07 May 2002 VH2A935000-01 - ------------------------------------------------------------------------------------------------------------------------------------ 5. ISSUED BY CODE W31RPD 6. ADMINISTERED BY (if other than item 5) CODE S0513A US ARMY SPACE AND MISSILE DEFENSE DCM SANTA ANA SMDC-CM-AK, BAUGH 34 CIVIC CENTER PLAZA ###-###-#### P.O. BOX C 12700 P.O. BOX 1500 SANTA ANA CA ###-###-#### HUNTSVILLE AL ###-###-#### - ------------------------------------------------------------------------------------------------------------------------------------ 7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code) 8. DELIVERY [ ] FOB ORIGIN [X] OTHER (See below) IRVINE SENSORS CORPORATION ---------------------------------------------------- 3001 REDHILL AVENUE 9. DISCOUNT FOR PROMPT PAYMENT BLDG 4 COSTA MESA CA ###-###-#### ---------------------------------------------------- 10. SUBMIT INVOICES ITEM (4 copies unless otherwise specified) TO THE ADDRESS SHOWN IN: - -------------------------------------------------------------------------------- CODE 54266 FACILITY CODE - ------------------------------------------------------------------------------------------------------------------------------------ 11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE HQ0339 DFAS-COLUMBUS CENTER DFAS-CO/WEST ENTITLEMENT OPERATION P.O. BOX 182381 SEE SCHEDULE COLUMBUS OH ###-###-#### - ------------------------------------------------------------------------------------------------------------------------------------ 13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA COMPETITION: [ ] 10 U.S.C. 2304(c)( ) [ ] 41 U.S.C. 253(c)( ) See Schedule - ------------------------------------------------------------------------------------------------------------------------------------ 15A. ITEM NO 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E.UNIT PRICE 15F.AMOUNT - ------------------------------------------------------------------------------------------------------------------------------------ SEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------------ 15G. TOTAL AMOUNT OF CONTRACT $ 958,998.00 - ------------------------------------------------------------------------------------------------------------------------------------ 16. TABLE OF CONTENTS - ------------------------------------------------------------------------------------------------------------------------------------ [X] SEC DESCRIPTION PAGE(S) [X] SEC. DESCRIPTION PAGE(S) - ------------------------------------------------------------------------------------------------------------------------------------ PART I - THE SCHEDULE PART II - CONTRACT CLAUSES - ------------------------------------------------------------------------------------------------------------------------------------ [X] A SOLICITATION/CONTRACT FORM 1 - 1 [X] I CONTRACT CLAUSES 13 - ------------------------------------------------------------------------------------------------------------------------------------ [X] B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III-LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS - ------------------------------------------------------------------------------------------------------------------------------------ [ ] C DESCRIPTION/SPECS./WORK STATEMENT [X] J LIST OF ATTACHMENTS 17 - ------------------------------------------------------------------------------------------------------------------------------------ [ ] D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ [X] E INSPECTION AND ACCEPTANCE 4 [ ] K REPRESENTATIONS, CERTIFICATIONS AND - ----------------------------------------------------------- [X] F DELIVERIES OR PERFORMANCE 5 OTHER STATEMENTS OF OFFERORS - ------------------------------------------------------------------------------------------------------------------------------------ [X] G CONTRACT ADMINISTRATION DATA 7 [ ] L INSTRS.. CONDS.. AND NOTICES TO OFFERORS - ------------------------------------------------------------------------------------------------------------------------------------ [X] H SPECIAL CONTRACT REQUIREMENTS 9 [ ] M EVALUATION FACTORS FOR AWARD - ------------------------------------------------------------------------------------------------------------------------------------ CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE - ------------------------------------------------------------------------------------------------------------------------------------ 17 [X] CONTRACTOR'S NEGOTIATED AGREEMENT Contractor is 18 [ ] AWARD (Contractor is not required to sign this document) required to sign this document and return / copies to issuing Your offer on Solicitation Number office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified __________________________________________________________________ above and on any continuation sheets for the consideration including the additions or changes made by you which additions or stated herein. The rights and obligations of the parties to changes are set forth in full above, is hereby accepted as to the this contract shall by subject to and governed by the following items listed above and on any continuation sheets. This award documents: (a) this award/contract, (b) the solicitation, if consummates the contract which consists of the following any, and (c) such provisions, representations, certifications, documents: (a) the Government's solicitation and your offer, and and specifications, as are attached or incorporated by (b) this award/contract. No further contractual document is reference herein. necessary. (Attachments are listed herein) - ------------------------------------------------------------------------------------------------------------------------------------ 19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME AND TITLE OF CONTRACTING OFFICER John C. Carson, President NICOLE BAUGH/CONTRACTING OFFICER - ------------------------------------------------------------------------------------------------------------------------------------ 19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED Irvine Sensors Corporation 5/7/02 08-May-2002 /s/ John C. Carson BY /s/ Nicole Baugh --------------------------- --------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-85) PREVIOUS EDITION UNUSABLE GPO 1985 O-469-794 Prescribed by GSA FAR (48 CFR) 53.214(a)

DASG60-02-C-0029 Page 2 of 17 SECTION B Supplies or Services and Prices ITEM NO SUPPLIES/SERVICES QUANTITY UNIT 0001 LOT SBIR Phase III - Basic Effort CPFF - Work as set forth in Irvine Sensor Corporation's Small Business Innovation Research Program Proposal for "Silicon Brain Initiative," pages 2 through 3, incorporated by reference as set forth in Section J. ESTIMATED COST $ 909,946.00 FIXED FEE $ 49,052.00 ------------------- $ 958,998.00 TOTAL EST COST + FEE ACRN AA Funded Amount $ 650,000.00 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT AMOUNT 0002 1 LOT NSP Data Items CPFF - Data to be delivered under this contract shall be that cited in Contract Data Requirements List (CDRL), DD Form 1423s, Exhibit A, consisting of Exhibit Line Item Nos. A001 through A004. Contractor may submit reports in accordance with Data Item Description (DD Forms 1664) incorporated by reference as set forth in Section J. CLAUSES INCORPORATED BY FULL TEXT COMPLETION TYPE COST REIMBURSEMENT CONTRACT: a. Performance of Contract Line Items 0001 and 0002 shall be accomplished on a completion basis as defined in FAR 16.306(d)(1). Pending satisfactory completion of the task, fee payments are provisional and are not final. Fee payments will not become final unless and until the contractor performs the task required by CLIN 0001 and delivers data required by CLIN 0002 and such are accepted by the Government as being satisfactory. In the event the task cannot be completed by the contractor within the estimated cost of CLIN 0001, the Government may require completion of the task without increase in fee, provided the Government increases the estimated cost of CLIN 0001 under the LIMITATION OF COST or FUNDS contract clause. b. CLIN 0001 will be considered complete based upon the following: DASG60-02-C-0029 Page 3 of 17 The following deliverables are developed, completed, and accepted: 3DANN-R Digital Motherboard 3DANN-R Analog Daughterboard c. CLIN 0002 will be considered complete based upon a determination that all data and reports have been submitted and accepted, as set forth in Block 8 of each exhibit line item number of the DD Form 1423. DASG60-02-C-0029 Page 4 of 17 SECTION E Inspection and Acceptance CLAUSES INCORPORATED BY REFERENCE: 52.246-8 Inspection Of Research And Development Cost Reimbursement MAY 2001 ###-###-#### Material Inspection And Receiving Report DEC 1991 DASG60-02-C-0029 Page 5 of 17 SECTION F Deliveries or Performance CLAUSES INCORPORATED BY REFERENCE: 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991 CLAUSES INCORPORATED BY FULL TEXT PERIOD OF PERFORMANCE: a. The contractor shall provide completion of all tasks required by CLIN 0001 and deliver of all data and reports required by CLIN 0002 no later than nine (9) months after contract award. DELIVERY OF DATA: a. All data shall be delivered IAW FAR 52.247-34, F.O.B. Destination, as specified in Block 14 of DD Form 1423. The contractor shall furnish the Contracting Officer one (1) copy of the transmittal letters submitting data requirements to the Technical Monitor. The extent of the Government's rights in data delivered under the contract shall be governed by Contract Clause ###-###-#### titled, "Rights in Noncommercial Technical Data and Computer Software - Small Business Innovative Research (SBIR) Program." b. Acceptance by the Government of all items delivered hereunder shall be at destination. MILESTONE EVENTS AND PERFORMANCE PERIOD: The contractor shall accomplish the following milestone events within the specified performance period to assure timely completion of total contract requirements:
WITHIN MONTHS AFTER MILESTONE EVENT DATE OF CONTRACT --------------- ------------------- Digital Motherboard Development Design and build a motherboard in compact PCI format that contains the control FPGA, host PCI interface, and I/O FIFO memory buffers. 3 Analog Daughterboard Development Design and build an analog multiplexer circuit to reduce analog board footprint. Fabricate analog daughterboard that will plug directly into the digital motherboard. 3 Control Firmware Development Design and debug FPGA firmware to control 3DANN processor and manage data I/O. 5 Host Driver Software Develop host driver software to facilitate high-speed data transfer between the host Computer and 3DANN under DMA control over the PCI bus. 6
DASG60-02-C-0029 Page 6 of 17 Integration and Testing Test and debug hardware, firmware, and host driver software. 8 Application Software Development Develop interface between existing 3DANN post-processing code and application Software (ATR), currently running on a PC, with the new 3DANN hardware. 9

DASG60-02-C-0029 Page 7 of 17 SECTION G Contract Administration Data ACCOUNTING AND APPROPRIATION DATA AA: 972 0400.2501 36-6011 P30603175C00 255Y VH2A935000 S01021 VH2A93500/2HHA13/H AMOUNT: $650,000.00 CLAUSES INCORPORATED BY FULL TEXT INVOICING AND VOUCHERING: a. When authorized by the Defense Contract Audit Agency (DCAA) in accordance with DFARS 242.803(b)(i)(C), the contractor may submit interim vouchers directly to paying offices. Such authorization does not extend to the first and final vouchers. Submit first vouchers to the cognizant DCAA office. Final vouchers will be submitted to the ACO with a copy to DCAA. b. Upon written notification to the contractor, DCAA may rescind the direct submission authority. c. Should the contractor decline to submit interim vouchers directly to paying offices or if the contractor receives written notification that DCAA has rescinded the direct submission authority, public vouchers, together with any necessary supporting documentation, shall be submitted to the cognizant Defense Contract Audit Agency (DCAA) Office, prior to payment by the Finance and Accounting Office specified in Block 12, Page 1, Section A, of Standard Form 26. d. The contractor shall identify on each public voucher: (1) The accounting classification reference number (ACRN) assigned to the accounting classification which pertains to the charges billed, e.g. "ACRN: AA;" (2) the Order Number/PRON; and (3) the words "BMD CONTRACT" in bold type on the face page of the voucher. Since vouchers are paid by Order Number/PRON within accounting classification, it is necessary that the Order Number/PRON be shown on each voucher. e. Department of Defense requires that the Taxpayer Identification Number (TIN) be placed on all certified payment vouchers, including non-profit organizations, when submitting payment to the disbursing office. The only exception is foreign vendors, which will have the word "foreign" in the TIN field. Invoices will be returned to the vendor without payment if a TIN is not provided. f. The contractor may include in provisional vouchers fixed fee based on the percentage of work completed, subject to the withholding reserve of the contract clause titled "Fixed Fee." The Contracting Officer may elect to withhold or accelerate fee payment based upon the Contractor's actual performance as compared to the milestone events target dates as set forth in Section F hereof. g. The Paying Office shall ensure that the voucher is disbursed for each ACRN as indicated on the voucher (or as specified herein). IDENTIFICATION OF CORRESPONDENCE: All correspondence and data submitted by the contractor under this contract shall reference the contract number. DASG60-02-C-0029 Page 8 of 17 CONTRACTING ACTIVITY REPRESENTATIVES:
- ------------------------------------------------------------------------------------------------ Contractual Matters Technical Matters - ------------------------------------------------------------------------------------------------ NAME: Nicole Baugh Gary Mayes - ------------------------------------------------------------------------------------------------ ORGANIZATION CODE: SMDC-CM-AK SMDC-TC-MT-AC - ------------------------------------------------------------------------------------------------ TELEPHONE NUMBERS: 256 ###-###-#### ###-###-#### COMMERCIAL: - ------------------------------------------------------------------------------------------------ DEFENSE SWITCHED NETWORK (DSN): 645 ###-###-#### - ------------------------------------------------------------------------------------------------ EMAIL: ***@*** ***@*** - ------------------------------------------------------------------------------------------------
IMPLEMENTATION OF AND EXPLANATION OF THE RELATIONSHIP OF THE LIMITATION OF FUNDS (LOF) CLAUSE TO FEE OBLIGATIONS: The amount of funds estimated to be required for full performance, including fee(s); the amount of funds allotted pursuant to the Contract Clause hereof entitled, Limitations of Funds; the amount of funds currently obligated for fee; and the estimated period of performance covered by the funds allotted are set forth below. Amounts obligated for fee are separate from and are not to be commingled with the amounts allotted for costs and are not available to the contractor to cover costs in excess of those allotted to the contract for cost. a. CLINs 0001 and 0002 (1) Amount Required for Full Funding, Including Fee(s): $ 958,998 (2) Amount Allotted Under the LOF Clause for Payment of Costs: $ 616,759 (3) Amount Separately Obligated for Payment of Fee: $ 33,241 (4) Total Amount Allotted and Obligated: $ 650,000 (5) Net Amount Required for Full Funding: $ 308,998 (6) Estimated Period of Performance the Allotted Amount Will Cover 15 Nov 02 DASG60-02-C-0029 Page 9 of 17 SECTION H Special Contract Requirements CLAUSES INCORPORATED BY FULL TEXT PUBLIC RELEASE OF INFORMATION: a. In accordance with DFARS ###-###-####, Disclosure of Information, The Contractor shall not release to anyone outside the Contractor's organization any unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless the Contractor has written approval or the information is otherwise in the public domain before the date of release. b. Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Technical Monitor noted in the contract, Section H, at least 45 days before the proposed date for release. All material to be cleared shall be sent by certified mail/return receipt requested to: U.S. Army Space and Missile Defense Command ATTN: Insert Technical Office POC P. O. Box 1500 Huntsville, AL ###-###-#### c. The Technical Monitor shall process the request in accordance with SMDC form 614-R. d. If there is no response within 30 days, the Contractor shall resubmit the request to: U.S. Army Space and Missile Defense Command ATTN: SMDC-PA P. O. Box 1500 Huntsville, AL ###-###-#### e. The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor. DISTRIBUTION CONTROL OF TECHNICAL INFORMATION: a. The following terms applicable to this clause are defined as follows: (1) Technical Document. Any recorded information that conveys scientific and technical information or technical data. (2) Scientific and Technical Information. Communicable knowledge or information resulting from or pertaining to conducting and managing a scientific or engineering research effort. (3) Technical Data. Recorded information related to experimental, developmental, or engineering works that can be used to define an engineering or manufacturing process or to design, procure, produce, support, maintain, operate, repair, or overhaul material. The data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog-item identifications, and related information and computer software documentation. DASG60-02-C-0029 Page 10 of 17 b. Except as may otherwise be set forth in the Contract Data Requirements List (CDRL), DD Form 1423, (i) the distribution of any technical document prepared under this contract, in any stage of development or completion, is prohibited without the approval of the Contracting Officer and (ii) all technical documents prepared under this contract shall initially be marked with the following distribution statement, warning, and destruction notice: (1) DISTRIBUTION STATEMENT B - Distribution authorized to U.S. Government agencies only due to proprietary information and/or Arms Export Control Act Information, (date of determination). Other request for this document shall be referred to SMDC-IM-PA. TECHNICAL COGNIZANCE AND TECHNICAL DIRECTION: a. The U.S. Army Space and Missile Defense Command is the cognizant Government technical organization for this contract and will provide technical direction as defined herein. Technical direction shall be exercised by the following Project Engineer: Name Office symbol Phone Number Gary Mayes SMDC-TC-MT-AC ###-###-#### b. Technical direction, as defined in this clause is the process by which the progress of the contractor's technical efforts are reviewed and evaluated and guidance for the continuation of the effort is provided by the Government. It also includes technical discussions and, to the extent required and specified elsewhere in this contract, defining interfaces between contractors; approving test plans; approving preliminary and critical design reviews; participating in meetings; providing technical and management information; and responding to request for research and development planning data on all matters pertaining to this contract. The contractor agrees to accept technical direction only in the form and procedure set forth herein below. c. Except for routine discussions having no impact on contractor performance, any and all technical direction described in paragraph b. above shall only be authorized and binding on the contractor when issued in writing and signed by a Government official designated in a. above. The Technical Direction shall not effect or result in a change within the meaning of the "CHANGES" clause, or any other change in the Scope of Work, price, schedule, or the level of effort required by the contract. Such changes must be executed by the Contracting Officer as a Modification-Change Order, or as a Modification-Supplemental Agreement, as appropriate. It is emphasized that such changes are outside the authority of the Government officials designated in a. above who are not authorized to issue any directions which authorize the contractor to exceed or perform less than the contract requirements. Notwithstanding any provision to the contrary in any Technical Directive, the estimated cost of this contract, and, if this contract is incrementally funded, the amount of funds allotted, shall not be increased or deemed to be increased by issuance thereof. KEY PERSONNEL: Key personnel (e.g., Principal Investigator, Principal Engineer, or equivalent) must be employed with the firm at the time of award and shall be maintained, to the maximum extent possible, throughout this program. The Principal Investigator must spend more than one-half of his/her time with the firm. Should changes be necessary, the contractor shall notify the Government in writing of the proposed substitutes and their qualifications. Implementation of the changes shall be subject to Government approval. CONTRACT SECURITY CLASSIFICATION: a. This contract is unclassified and does not contain security requirements or a Contract Security Classification Specification, DD Form 254. b. In accordance with restrictions required by Executive Order 12470, the Arms Export Control Act (Title 22, USC) (Sec 275), the International Traffic in Arms Regulation (ITAR), or DoD Directive 5230.25, Withholding of Unclassified Technical Data from Public Disclosure, no foreign nationals will be permitted to work on a contract without the express permission of the Contracting Officer. DASG60-02-C-0029 Page 11 of 17 c. Should the government determine that the technology has developed to a point where the information warrants protection under Executive Order 12958, Classified National Security Information, a DD Form 254 and an approved classification guide will be issued to the contractor and appropriate steps will be taken under the contract to protect the material. METRIC AND PRODUCT ASSURANCE REQUIREMENTS: The contractor shall assure that all deliverables under this contract shall meet industry standards of quality and, where practical, metric measurements. SAFETY HAZARDS: The contractor shall identify, control, and document the hazards associated with this effort and the control methods necessary to eliminate or control the hazards. Significant items shall be addressed in status meetings and included in the final report. ENVIRONMENTAL: The contractor agrees to the following: a. All activities performed under this contract shall be conducted in accordance with Federal, State, and local environmental laws and regulations. b. Any facility to be used in the performance of this contract shall be in compliance with all Federal, State, and local environmental laws and regulations for its intended use. PROPOSAL PAGES WITH PROPRIETARY MARKINGS: Pages 2 through 3 of the contractor's SBIR Phase III proposal are incorporated by reference only. With regard to the restriction set forth in the proprietary legend at the bottom of page 1 of contractor's proposal, the contractor agrees that the Government, including Government support contractors who have signed appropriate non-disclosure agreements, may duplicate, use and/or disclose the proprietary pages of his proposal within the Government, to the extent necessary to implement and administer this contract. Such proprietary pages shall retain the proprietary markings placed thereon by the contractor. This special provision does not address or affect the respective rights of the parties in technical data/software delivered to the Government under this contract. MATERIAL/EQUIPMENT: The contractor will provide all material/equipment necessary to produce and test 3DANN-R Digitial Motherboard and 3DANN-R Analog Daughterboard. The Government will acquire title to the following listed equipment when it is acquired, produced, or first used by the contractor in the performance of this contract. The Contracting Officer will give disposition instructions for such property at the end of the contract period of performance. DESCRIPTION 3DANN-R Digital Motherboard 3DANN-R Analog Daughterboard MINIMUM INSURANCE LIABILITY: Pursuant to the requirements of the contract clause 52.228-7, "Insurance - Liability to Third Persons," the contractor shall obtain and maintain at least the following kinds of insurance and minimum liability coverage during any period of contract performance: a. Workman's Compensation and Employers' Liability Insurance: Compliance with applicable workmen's compensation and occupational disease statutes is required. Employers' liability coverage in the minimum amount of $100,000 is required. b. General Liability Insurance: Bodily injury liability insurance, in the minimum limits of $500,000 per occurrence, is required on the comprehensive form of policy; however, property damage liability insurance is not required. DASG60-02-C-0029 Page 12 of 17 c. Automobile Liability Insurance: This insurance is required on the comprehensive form of policy and shall provide bodily injury liability and property damage liability covering the operation of all automobiles used in connection with the performance of the contract. At least the minimum limits of $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage is required. PATENTS - REPORTING OF SUBJECT INVENTIONS: a. The interim and final invention reports shall be submitted on DD Form 882, Report of Inventions and Subcontracts, see http://www.smdc.army.mil/Contracts/Contracts.html and click on the Special Announcements link to see the instructions. In accordance with DFARS ###-###-#### and FAR 52.227-12, interim reports shall be furnished every twelve (12) months and final reports shall be furnished within three (3) months after completion of the contracted work. In accordance with FAR 27.305-3(e), when a contractor fails to disclose a subject invention the applicable withholding of payments provision may be invoked. b. The contractor shall include the clause at DFARS ###-###-#### in all subcontracts with small businesses and non profit organizations, regardless of tier, for experimental, developmental, or research work. c. The prime contractor shall account for the interim and final invention reports submitted by the subcontractor. ELECTRONIC DELIVERY OF DATA AND OTHER CORRESPONDENCE TO CONTRACTING ACTIVITY REPRESENTATIVES: a. This contract requires the delivery of contractual correspondence and CDRL items to the Contracting Activity Representatives (the Contract Specialist and the Technical Monitor identified in this contract). It is highly desired, but not required, that these documents be delivered electronically by e-mail/e-mail attachment. (The remainder of CDRL distribution shall be by hardcopy.) Delivery of data and correspondence via e-mail typically provides for quicker and more efficient communications between the contractor and the Contracting Activity Representatives and better serves the needs of all involved. b. If the contractor elects to utilize electronic delivery, the following guidelines shall to be used: 1. When printed as well as electronic copies are delivered, the electronic version of a document must be identical to the printed copy delivered. 2. As a standard file naming convention, each e-mail message subject line shall begin with "SBIR Contract DASG60-02-C-0029," (complete using the Contract Number of this Contract) and be followed by an additional as appropriate. Example: "SBIR Contract DASG6O-O1-M-0000, CDRL 0001 Submission" 3. Submittals should be readable on Windows NT 4.0 platforms using Microsoft Office 2000. YEAR 2000 COMPLIANCE: The Contractor shall ensure products provided under this contract, to include hardware, software, firmware, and middleware, whether acting alone or combined as a system, are Year 2000 compliant as defined in FAR Part 39. DASG60-02-C-0029 Page 13 of 17 SECTION I Contract Clauses CLAUSES INCORPORATED BY REFERENCE: 52.202-1 Definitions DEC 2001 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government JUL 1995 52.203-7 Anti-Kickback Procedures JUL 1995 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or JAN 1997 Improper Activity 52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-12 Limitation On Payments To Influence Certain Federal Transactions JUN 1997 52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.209-6 Protecting the Government's Interest When Subcontracting With JUL 1995 Contractors Debarred, Suspended, or Proposed for Debarment 52.211-15 Defense Priority And Allocation Requirements SEP 1990 52.215-2 Audit and Records--Negotiation JUN 1999 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997 52.215-12 Subcontractor Cost or Pricing Data OCT 1997 52.215-13 Subcontractor Cost or Pricing Data--Modifications OCT 1997 52.215-14 Integrity of Unit Prices OCT 1997 52.215-15 Pension Adjustments and Asset Reversions DEC 1998 52.215-16 Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) OCT 1997 Other than Pensions 52.215-19 Notification of Ownership Changes OCT 1997 52.216-7 Allowable Cost And Payment FEB 2002 52.216-8 Fixed Fee MAR 1997 52.219-6 Notice Of Total Small Business Set-Aside JUL 1996 52.219-8 Utilization of Small Business Concerns OCT 2000 52.219-14 Limitations On Subcontracting DEC 1996 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor AUG 1996 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity APR 2002 52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the DEC 2001 Vietnam Era and Other Eligible Veterans 52.222-36 Affirmative Action For Workers With Disabilities JUN 1998 52.222-37 Employment Reports On Special Disabled Veterans, Veterans Of The DEC 2001 Vietnam Era and Other Eligible Veterans 52.223-6 Drug Free Workplace MAY 2001 52.223-14 Toxic Chemical Release Reporting OCT 2000 52.225-11 Buy American Act--Balance of Payments Program--Construction FEB 2002 Materials Under Trade Agreements 52.225-13 Restrictions on Certain Foreign Purchases JUL 2000 52.226-1 Utilization Of Indian Organizations And Indian-Owned Economic JUN 2000 Enterprises 52.227-1 Alt I Authorization And Consent (Jul 1995) - Alternate I APR 1984 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement AUG 1996

DASG60-02-C-0029 Page 14 of 17 52.227-11 Patent Rights--Retention By The Contractor (Short Form) JUN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest JUN 1996 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims JAN 1986 52.232-25 Prompt Payment FEB 2002 52.232-33 Payment by Electronic Funds Transfer--Central Contractor MAY 1999 Registration 52.233-1 Disputes DEC 1998 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.237-10 Identification of Uncompensated Overtime OCT 1997 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995 52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984 52.244-2 Alt I Subcontracts (Aug 1998) - Alternate I AUG 1998 52.244-5 Competition In Subcontracting DEC 1996 52.245-5 Government Property (Cost-Reimbursement Time-And-Materials, Or JAN 1986 Labor Hour Contracts) 52.246-23 Limitation Of Liability FEB 1997 52.246-24 Limitation Of Liability-High Value Items FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.247-1 Commercial Bill Of Lading Notations APR 1984 52.249-6 Termination (Cost Reimbursement) SEP 1996 52.249-14 Excusable Delays APR 1984 52.252-6 Authorized Deviations In Clauses APR 1984 52.253-1 Computer Generated Forms JAN 1991 ###-###-#### Prohibition On Persons Convicted of Fraud or Other MAR 1999 Defense-Contract-Related Felonies ###-###-#### Display Of DOD Hotline Poster DEC 1991 ###-###-#### Disclosure Of Information DEC 1991 ###-###-#### Control Of Government Personnel Work Product APR 1992 ###-###-#### Required Central Contractor Registration NOV 2001 ###-###-#### Provisions Of Information To Cooperative Agreement Holders DEC 1991 ###-###-#### Acquisition From Subcontractors Subject To On-Site Inspection Under NOV 1995 The Intermediate Range Nuclear Forces (INF) Treaty ###-###-#### Subcontracting With Firms That Are Owned or Controlled By The MAR 1998 Government of a Terrorist Country ###-###-#### Pricing Adjustments DEC 1991 ###-###-#### Cost Estimating System Requirements OCT 1998 ###-###-#### Small, Small Disadvantaged and Women-Owned Small Business APR 1996 Subcontracting Plan (DOD Contracts) 252 ###-###-#### Preference For Certain Domestic Commodities AUG 2000 ###-###-#### Reporting Of Contract Performance Outside The United States JUN 2000 ###-###-#### Secondary Arab Boycott Of Israel JUN 1992 ###-###-#### Rights in Bid or Proposal Information JUN 1995 ###-###-#### Identification and Assertion of Use, Release, or Disclosure JUN 1995 Restrictions ###-###-#### Rights in Noncommercial Technical Data and Computer Software--Small JUN 1995 Business Innovation Research (SBIR) Program ###-###-#### Validation of Asserted Restrictions--Computer Software JUN 1995 ###-###-#### Deferred Ordering Of Technical Data Or Computer Software APR 1988 ###-###-#### Technical Data--Withholding Of Payment MAR 2000

DASG60-02-C-0029 Page 15 of 17 252 ###-###-#### Patents--Subcontracts APR 1984 ###-###-#### Validation of Restrictive Markings on Technical Data SEP 1999 ###-###-#### Patents--Reporting Of Subject Inventions APR 1990 ###-###-#### Acknowledgment of Support and Disclaimer MAY 1995 ###-###-#### Final Scientific or Technical Report SEP 1999 ###-###-#### Postaward Conference DEC 1991 ###-###-#### Material Management And Accounting System DEC 2000 ###-###-#### Requests for Equitable Adjustment MAR 1998 ###-###-#### Reports Of Government Property MAY 1994 ###-###-#### Transportation of Supplies by Sea MAR 2000 ###-###-#### Notification Of Transportation Of Supplies By Sea MAR 2000

CLAUSES INCORPORATED BY FULL TEXT 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2001) (a) Definitions. As used this clause-- "Commercial item", has the meaning contained in the clause at 52.202-1, Definitions. "Subcontract", includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. (b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract. (c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items: (i) 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (FEB 1999) (E.O. 11246). (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212(a)). (iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793). (v) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels (JUN 2000) (46 U.S.C. Appx 1241) (flowdown not required for subcontracts awarded beginning May 1, 1996). (2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract. (End of clause) 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) DASG60-02-C-0029 Page 16 of 17 This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov ###-###-#### DECLARATION OF TECHNICAL DATA CONFORMITY (JAN 1997) All technical data delivered under this contract shall be accompanied by the following written declaration: The Contractor, ____________________, hereby declares that, to the best of its knowledge and belief, the technical data delivered herewith under Contract No. _________________ is complete, accurate, and complies with all requirements of the contract. Date ____________________________________ Name and Title of Authorized Official ____________________ (End of clause) DASG60-02-C-0029 Page 17 of 17 SECTION J List of Documents, Exhibits and Other Attachments PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS SECTION J - LIST OF ATTACHMENTS
TITLE DATE # OF PAGES - ------------------------------------------------- ------ ---------- Contract Data Requirements List (DD Form 1423) 5 Exhibit A with Distribution List, and Data Item Descriptions (DD Forms 1664) The DIDs are available on the USASMDC Web site at http://www.smdc.army.mil. Click on Business, Click on Small Business Innovative Research (SBIR). Small Business Innovation Research Program Proposal 4 Apr 02 2 titled, "Silicon Brain Initiative," page 2 through 3, incorporated herein by reference. Contractor's Representations and Certifications are incorporated herein by reference. Public Voucher for Purchases and Services NA 3 Other than Personal/Standard Form 1034 (Sample and Blank Form)
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1.CONTRACT ID CODE PAGE OF PAGES 1 2 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4.REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) P00001 14-Jun-2002 VH2A935000-01 - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE W31RPD 7. ADMINISTERED BY (If other than item 6) CODE S0513A US ARMY SPACE AND MISSILE DEFENSE DCM-SANTA ANA SMDC-CM-AK, BAUGH 34 CIVIC CENTER PLAZA ###-###-#### P.O. BOX C 12700 PO BOX 1500 SANTA ANA CA ###-###-#### HUNTSVILLE AL ###-###-#### - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip code) [ ] 9A. AMENDMENT OF SOLICITATION NO. IRVINE SENSORS CORPORATION ------------------------------------- 3001 RED HILL AVENUE [ ] 9B. DATED (SEE ITEM 11) BLDG 4 ------------------------------------- COSTA MESA CA ###-###-#### [X] 10A. MOD OF CONTRACT/ORDER NO. DASG60-02-C-0029 ------------------------------------- [ ] 10B. DATED (SEE ITEM 13) - ----------------------------------------------------------------------------------------------- 07-May-2002 CODE 54266 FACILITY CODE - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ [ ] The above numbered solicitation is amended as set forth in item 14. [ ] is extended [ ] is not extended The hour and date specified for receipt of offer Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods: (a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (If required) See schedule - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ [ ] A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ [ ] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B). - ------------------------------------------------------------------------------------------------------------------------------------ [ ] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - ------------------------------------------------------------------------------------------------------------------------------------ [X] D. OTHER (Specify type of modification and authority) UNILATERAL: Pursuant to DFARS ###-###-#### - ------------------------------------------------------------------------------------------------------------------------------------ E IMPORTANT Contractor [X] is not, [ ] is required to sign this document and return _______ copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14 DESCRIPTION OF AMENDMENT /MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) SEE PAGE 2. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) John C. Carson, President NICOLE BAUGH/CONTRACTING OFFICER - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED Irvine Sensors Corporation 6/14/02 /s/ John C. Carson BY: /s/ Nicole Baugh 14-Jun-2002 ----------------------------- ------------------------- (Signature of person authorized to sign) (Signature of contracting officer) - ------------------------------------------------------------------------------------------------------------------------------------ EXCEPTION TO SF 30 30-105-04 STANDARD FORM 30 (Rev. 10-83) APPROVED BY OIRM 11-84 Prescribed by GSA FAR (48 CFR) 53.243

DASG60-02-C-0029 P00001 Page 2 of 2 SECTION SF 30 BLOCK 14 CONTINUATION PAGE SUMMARY OF CHANGES Changes in Section G Summary for the Payment Office As a result of this modification, the total funded amount of the contract is increased by $308,998.00 from $650,000.00 to $958,998.00 CLIN :0001 AA: 972 0400.2501 36-6011 P30603175C00 255Y VH2A935000 S01021 VH2A93500/2HHA13/H is increased by $308,998.00 from $650,000.00 to $958,998.00