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COSTA MESA, Calif., Jan. 3 /PRNewswire-FirstCall/ -- Irvine SensorsCorporation (Nasdaq: IRSN, Boston Stock Exchange: ISC) announced today that it has purchased 70% of the stock of Optex Systems, Inc., a privately held company located in Richardson, Texas. Founded in 1987, Optex manufactures optical sighting systems and assemblies primarily for U.S. Department of Defense (DOD) applications. Its products are installed on the majority of U.S. military land vehicles, such as the Abrams and Bradley fighting vehicles, Light Armored and Advanced Security Vehicles and have been selected for installation on the Future Combat Systems (FCS) Stryker vehicle. Optex's revenues for calendar 2005 were approximately $19 million.

John Carson , Chief Executive Officer and President of Irvine Sensors, said, "The acquisition of Optex not only nearly doubles our revenues, it accelerates our transition toward a product-dominated business with the ability to more aggressively exploit our advanced technology. Optex profitably delivers high volume products, under multi-year contracts, to many of the same customers that are central to our core vision systems business strategy. Optex has an enviable reputation and credibility with those customers as a reliable supplier. We believe this transaction will not only enhance their ability to serve their existing customers, but will also set the stage for them to become a center of manufacturing excellence for our productsas well. We also look forward to the prospects of integrating some of our night vision and laser imaging technologies with Optex's optical sights to expand both of our addressable markets."

Optex manufactures and delivers numerous periscope configurations, rifle and surveillance sights and night vision optical assemblies. It delivers its products both directly to the military services and to prime contractors for military land vehicles. Tim Looney , founder and President of Optex Systems, said, "From the beginning of our interaction, it was apparent that the marriage of Irvine Sensors' technology and Optex's manufacturing and market presence could be a powerful combination. I look forward to the challenges of exploiting that opportunity."

Irvine Sensors' purchase price for the transaction was $14 million in cash, subject to adjustment upon completion of Optex's 2005 audit, plus a cash earn out of up to $4 million payable over the next three years if certain cash flow milestones are achieved. The purchase was fully financed by acombination of $4.9 million of senior secured debt from Square 1 Bank under afour-year term loan and $10 million of subordinated secured debt from Pequot Ventures, the private equity arm of Pequot Capital Management, Inc. Approximately $7.4 million of the Pequot debt is convertible into common stock of Irvine Sensors at the rate of $2.60 per share, with the balance potentially convertible at the same rate, subject to stockholder approval. In connection with the Pequot financing, the Company granted warrants to purchase approximately 1,346,000 shares of Irvine Sensors common stock at an exerciseprice of $3.10 per share, of which approximately 344,000 shares are subject to stockholder approval. Irvine Sensors also received a $2 million revolvingline-of-credit from Square 1 Bank to address its working capital requirements subsequent to the Optex acquisition. Square 1 Bank is a commercial bankproviding specialized financial services to venture capital firms and the companies in which they invest, and Pequot Capital Management is a diversified investment firm with more than $7 billion of funds under management worldwide.

Subject to stockholder approval, the Company will acquire the remaining 30% of Optex's stock in exchange for the issuance of 2,692,308 shares of Irvine Sensors' common stock. The authority for this subsequent transaction, the conversion of the remaining portion of the Pequot debt and the issuance of shares pursuant to contingent warrants will be sought at the Irvine Sensors Annual Meeting of Stockholders presently scheduled for March 7, 2006 . If stockholder approval is not obtained, the balance of the Pequot debt of approximately $2.6 million will remain payable in cash in two years.