=========================================================================================================================
                                                                 1.  CONTRACT ID CODE              PAGE OF PAGES
  AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                    NAS7                          1     1
                                                                          
- --------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.   3. EFFECTIVE DATE  4. REQUISITION/PURCHASE REQ. NO.  5. PROJECT NO. (If applicable)
              2                   JUN 27 1996                   10-87343
- --------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY           CODE                       7. ADMINISTERED BY (If other than Item 6)    CODE
                               ----------------                                                     ----------------------
   NASA Management Office--JPL
   4800 Oak Grove Drive
   Pasadena, CA  91109
- --------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)  (X) 9A. AMENDMENT OF SOLICITATION NO.
                                                                            ----
   Irvine Sensors Corporation
   3001 Redhill Avenue, Bldg. III                                                 
                                                                                 -----------------------------------------
   Costa Mesa, CA  92626                                                         9B. DATED (SEE ITEM 11)

                                                                            ----------------------------------------------  
                                                                                10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                             X      NAS7-1406
                                                                                ------------------------------------------
                                                                                10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------
CODE      1384254                        FACILITY CODE                             March 12, 1996
=========================================================================================================================
                        11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------------------------------------------------
[_] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of 
Offers   [_] is extended,    [_] is not extended 

Offers 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 ACKNOWLEDGMENT 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 and 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)

- --------------------------------------------------------------------------------------------------------------------------
                                 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
                                     IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------------------------------------------------
 X  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.

- --------------------------------------------------------------------------------------------------------------------------
 X  B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATION 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:

- --------------------------------------------------------------------------------------------------------------------------
    D. OTHER (Specify type of modification and authority)

- --------------------------------------------------------------------------------------------------------------------------

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.)

    The purpose of this modification is to add incremental funding in the amount of $139,091.

    PART A - PHASE II CONTRACT
          4.  Limitation of Funds (Fixed Price Contract) (18-52.232-77) (March 1989) CHANGE the first sentence 
              ----------------------------------------------------------------------------
              of paragraph (a) to read:
              (a)  The sum of $317,196 is presently available for payment and allotted to this contract.
              CHANGE paragraph (c)(1) to read:
              (c)  (1) It is contemplated that funds presently allotted to this contract will cover the work to be 
              performed until April 2, 1997.

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)
                                                                   Robert A. Democh
                                                                   Contracting Officer
- --------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                   15C. DATE SIGNED    16B. UNITED STATES OF AMERICA            16C. DATE SIGNED
                                                                                                        
                                                                 BY /s/ Robert A. Demach                  Jun 27 1996
  ---------------------------------------                           -----------------------------------
  (Signature of person authorized to sign)                          (Signature of Contracting Officer)
=========================================================================================================================
NSN 7540-01-152-8070                                   30-105                                STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                    Prescribed by GSA
                                                                                             FAR (48 CFR) 53.243 
 

 
                                                          Contract No. NAS7-1406
                                                          Modification No.2


                          CONTRACT DISTRIBUTION LIST
                          --------------------------

Number of Copies
- ----------------

Duplicate Original
     + 1.........    Contractor
                     ----------

                     Irvine Sensors Corporation
                     3001 Redhill Avenue, Bldg. III
                     Costa Mesa, CA 92626

       1.........    Payment Office
                     --------------

                     National Aeronautics and Space Administration
                     Attn: CF/Headquarters Accounting Branch
                     Washington, DC 20546

 
 
                                 
                            -------------------------------------------------------------------------
                             AWARD/CONTRACT   1. Contract No  2. Effective Date:    Page of Pages
                                                                                    
[LOGO OF NASA APPEARS HERE]                     NAS7-1406       Mar 12, 1996         1      12
                            -------------------------------------------------------------------------
                             3. DPAS     4. Procurement Request No. 5. BVS:     6. PPC:
                                                                               
                             DO-C9                10-85515              NO          HS
- ----------------------------------------------------------------------------------------------------------------------
8. Issuing Agency:                7. Issuing Office    9. Contract Type:
                                     Code:                               Firm Fixed Price
                                 -------------------------------------------------------------------------------------
   National Aeronautics and Space Administration       10. Paying Office Code:
   NASA Management Office - JPL                                   NASA Headquarters
   4800 Oak Grove Drive                                           Code CF
   Pasadena, CA 91109                                 
                                                      
- ----------------------------------------------------------------------------------------------------------------------
11. Submit Invoices To:                                12. Accounting and Appropriation Data:
                                                      
   NASA Management Office - JPL                              806/70110
   Attn: Dora S. Huff, Contracting Officer                   
   4800 Oak Grove Drive, M/S 180/802K                        244-02-03
   Pasadena, CA 91109                                 
                                                      
- ----------------------------------------------------------------------------------------------------------------------
13. Administered By:                                   14. Name and Telephone No. of NASA Contract Administrator
                                                      
    NASA Management Office - JPL                                Angel A. Castillo, Contract Specialist
    4800 Oak Grove Drive                              
    Pasadena, CA 91109                                          (818) 354-1585
                                                      
- ----------------------------------------------------------------------------------------------------------------------
15. Items Awarded:
    
    Small Business Innovation Research (SBIR) 94-II Phase Research Study described in Part A, Clause 1.

- ----------------------------------------------------------------------------------------------------------------------
16. Contractor Name and Address:                       17. Name and Telephone Number of Contract Administrator:
                                                       
      Irvine Sensors Corporation                             Gail Lafferty
      3001 Redhill Avenue, Bldg. III                         
      Costa Mesa, CA 92626                                   (714) 444-8712
                                                      
- ----------------------------------------------------------------------------------------------------------------------
18. Discount Terms:                                    19. Contract Value:
                                                       
      N/A                                                    $596,364.00
                                                      
- ----------------------------------------------------------------------------------------------------------------------
20. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN        23. UNITED STATES OF AMERICA BY:
                                                      
       David Pinto                                          NASA Management Office - JPL
       Treasurer and Controller                             
                                                      
- ----------------------------------------------------------------------------------------------------------------------
21. SIGNATURE                        22. DATE         24. CONTRACTING OFFICER      26. DATE SIGNED
                                                                                   Mar 12, 1996
                                     8 March 1996    ---------------------------------------------------------------
  [SIGNATURE APPEARS HERE]                            25. Signature:               27. Typed Name:
                                                                                  
                                                      /s/ Dora S. Huff                  Dora S. Huff
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------
 
SBIR Contract Cover Page

 
                          PART A - PHASE II CONTRACT
                               FULL-TEXT CLAUSES
                               -----------------

1.   SUPPLIES AND/OR SERVICES TO BE FURNISHED (1852.210-72)
(DECEMBER 1988)

    The Contractor shall provide all resources (except as may be expressly 
stated in this contract as furnished by the Government) necessary to furnish the
items below in accordance with the Statement of Work of this contract.

        SBIR Phase II Research Study Entitled: Compliant Plug
        and Socket Interconnector (CPSI).

     Item No.       Description
    ---------       -----------

        1           Quarterly Reports and Final Report Including
                    Functional Test Data
        2           Phase III Business Plan
        3           Prototype:
                     (1) CPSI MCM
                     (2) GaAs on Diamond

2.   FIRM-FIXED PRICE (1852.216-78) (DECEMBER 1988)

     The total firm-fixed price of this contract is
     $596,364.00

3.   PERIOD OF PERFORMANCE (1852.212-74) (DECEMBER 1988)

     The period of performance of this contract shall be 24 months from the date
of the contract execution.

4.   LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (1852.232-77)
         (MARCH 1989)

         (a) Of the total price of items 1 through 3,
the sum of $178,100.00 is presently available for payment and allotted to this 
contract. It is anticipated that from time to time additional funds will be 
allocated to the contract in accordance with the following schedule until the 
total price of said items is allotted:

                        SCHEDULE FOR ALLOTMENT OF FUNDS

                       Payment                 Amount

                         1st                     30%
                         2nd                     25%
                         3rd                     25%
                         4th                     20%

                                       2

 
     (b) The Contractor agrees to perform or have performed work on the items 
specified in paragraph (a) above up to the point at which, if this contract is 
terminated pursuant to the Termination for Convenience of the Government clause 
of this contract, the total amount payable by the Government (including amounts 
payable for subcontracts and settlement costs) pursuant to paragraphs (f) and 
(g) of that clause would, in the exercise of reasonable judgement by the 
Contractor, approximate the total amount of time allotted to the contract. The 
Contractor is not obligated to continue performance of the work beyond that 
point. The Government is not obligated in any event to pay or reimburse the 
Contractor more than the amount from time to time allotted to the contract, 
anything to the contrary in the Termination for Convenience of the Government 
clause notwithstanding.

     (c)  (1) It is contemplated that funds presently alloted to this contract 
will cover the work to be performed until August 1, 1996, including termination 
liability.

          (2) If funds alloted are considered by the Contractor to be inadequate
to cover the work to be performed until that date, or an agreed date substituted
for it, the Contractor shall notify the Contracting Officer in writing when 
within the next 60 days the work will reach a point at which, if the contract is
terminated pursuant to the Termination for Convenience of the Government clause 
to this contract, the total amount payable by the Government (including amounts 
payable for subcontracts and settlement costs) pursuant to paragraphs (f) and 
(g) of that clause will approximate 75 percent of the total amount then alloted 
to the contract.

          (3) (i) The notice shall state the estimated date when the point 
referred to in subparagraph (2) above will be reached and the estimated amount 
of additional funds required to continue performance to the date specified in 
subparagraph (1) above, or an agreed date substituted for it.

              (ii) The Contractor shall, 60 days in advance of the date
specified in subparagraph (1) above, or an agreed date substituted for it, 
advise the Contracting Officer in  writing as to the estimated amount of 
additional funds required for the timely performance of the contract for a 
further period as may be specified in the contract or otherwise agreed to by the
parties.

        (4) If, after the notification referred to in subdivision (3) (ii) 
above, additional funds are not alloted by the date specified in subparagraph 
(1) above, or an agreed date substituted for it, the Contracting Officer shall, 
upon the Contractor's written request, terminate this contract on that date or 
on the date set forth in the request, whichever is later, pursuant to the 
Termination for Convenience of the Government clause.


                                       3



      

 
     (d) When additional funds are alloted from time to time for continued 
performance of the work under this contract, the parties shall agree on the 
applicable period of contract performance to be covered by these funds. The 
provisions of paragraphs (b) and (c) above shall apply to these additional 
allotted funds and the substituted date pertaining to them, and the contract 
shall be modified accordingly.

     (e) If, solely by reason of the Government's failure to allot additional 
funds in the amounts sufficient for the timely performance of this contract, the
Contractor incurs additional costs or is delayed in the performance of the work 
under this contract, and if additional funds are alloted, an equitable 
adjustment shall be made in the price or prices (including appropriate target, 
billing, and ceiling prices where applicable of the items to be delivered, or in
the time of delivery, or both.

     (f) The Government may at any time before termination, and, with the 
consent of the Contractor, after notice of termination, allot additional funds 
for this contract.

     (g) The provisions of this clause with respect to termination shall in no 
way be deemed to limit the rights of the Government under the Default clause of 
this contract. The provisions of this Limitation of Funds clause are limited to 
the work on and allotment of funds for the items set forth in paragraph (a) 
above. This clause shall become inoperative upon the allotment of funds for the 
total price of said work except for rights and obligations then existing under 
this clause.

     (h) Nothing in this clause shall affect the right of the Government to 
terminate this contract pursuant to the Termination for Convenience of the 
Government clause of this contract.

5.   LIMITATIONS ON RESEARCH AND ANALYTICAL WORK

     A minimum of one-half of the research and/or analytical effort must be 
performed by the Contractor's firm.

6.   PRINCIPAL INVESTIGATOR LIMITATION

     The Contractor shall be the primary source of employment of the Principal 
Investigator named in clause 1852.235-71, Key Personnel and Facilities, at both 
the time of award and during the conduct of the proposed research. The terms of 
this clause do not excuse the Contractor from timely performance of the work. 
Substitution of any key individual shall not authorize a change in contract 
price.
                                       4

 
7.  RIGHTS IN PROJECT SUMMARY

    Attachment B, Project Summary, of the Contractor's proposal under this 
contract shall be treated as delivered data with unlimited rights in accordance 
with subparagraph (b)(1)(i) of clause 52.227-20, Rights in Data -- SBIR Program.


8.  DELIVERY SCHEDULE (1852.212-73)(DECEMBER 1988)

    The Contractor shall deliver the items required to be furnished by the 
contract as follows:

 Item                                      Delivery   Shipping
  No.   Description             Quantity   Date       Address
  ---   -----------             --------   ----       -------

   1    Quarterly Report #1         4       6/14/96   See section
   2    Quarterly Report #2         4       9/14/96   11.D.
   3    Quarterly Report #3         4      12/14/96
   4    Quarterly Report #4         4       3/14/97
   5    Quarterly Report #5         4       6/14/97
   6    Quarterly Report #6         4       9/14/97
   7    Quarterly Report #7         4      12/14/97
   8    Final Report                6      *
   9    Prototype                   1      *          **

   * 24 months after effective date of contract.

   ** SHIP TO: NASA Management Office - JPL
               Attn:  Dora S. Huff, Contracting Officer
                      M/S 180-802K
               4800 Oak Grove Drive
               Pasadena, CA  91109


9.  MATERIAL INSPECTION AND RECEIVING REPORT (1852.246-72)
    (OCTOBER 1988)

      (a) At the time of each delivery under this contract, the Contractor shall
furnish to the Government a Material Inspection and Receiving Report (DD Form 
250 series). The Contractor shall distribute the DD Form 250 series as follows:

Distribution to:                                      No. Copies

      NASA Management Office - JPL                    Orig + 1
      Attn:  Dora S. Huff, Contracting Officer
             M/S 180-802K
      4800 Oak Grove Drive
      Pasadena, CA  91109


      (b) The Contractor shall prepare the DD Form 250 in accordance with NASA 
FAR Supplement 1846.672-1. The Contractor

                                       5

 
shall enclose the copies of the DD Form 250 in the package or seal them in a 
waterproof envelope which shall be securely attached to the exterior of the 
package in the most protected location.

    (c) When more than one package is involved in a shipment, the Contractor 
shall list on the DD Form 250, as additional information, the quantity of 
packages and the package numbers. The Contractor shall forward the DD Form 250 
with the lowest numbered package of the shipment and the words "CONTAINS DD FORM
250" on the package.

10. CLAUSES INCORPORATED BY REFERENCE (52.252-2) (JUN 1988)

    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.


    NOTICE: The following clauses are hereby incorporated by reference.

    A.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.202-1   Definitions (Sep 1991)
52.203-1   Officials Not To Benefit (Apr 1984)
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 1985)
52.203-7   Anti-Kickback Procedures (Oct 1988)
52.203-9   Requirement for Certificate of Procurement Integrity
           - Modification (Nov 1990)
52.203-10  Price or Fee Adjustment for Illegal or Improper
           Activity (Sep 1990)
52.203-12  Limitation on Payments to Influence Certain Federal
           Transactions (Jan 1990)
52.209-6   Protecting the Government's Interest When
           Subcontracting with Contractors Debarred, Suspended,
           or Proposed for Debarment (Aug 1995)
52.212-8   Defense Priority and Allocation Requirements
           (Sep 1990)
52.212-13  Stop-Work Order (Aug 1989)
52.215-1   Examination of Records by Comptroller General
           (Feb 1993)
52.215-2   Audit -- Negotiation (Feb 1993)
52.215-22  Price Reduction for Defective Cost or Pricing Data
           (Jan 1991)
52.215-24  Subcontractor Cost or Pricing Data (Dec 1994)
52.215-26  Integrity of Unit Prices (Apr 1991)

 
52.215-27 Termination of Defined Benefit Pension Plans (Sep 1989)
52.215-31 Waiver of Facilities Capital Cost of Money (Sep 1987)
52.215-33 Order of Precedence (Jan 1986)
52.215-39 Reversion or Adjustment of Plans for Postretirement Benefits Other 
          Than Pensions (PRB) (Feb 1995)
52.219-8  Utilization of Small Business Concerns and Small Disadvantaged 
          Business Concerns (Feb 1990)
52.219-13 Utilization of Women-Owned Small Businesses (Aug 1986)
52.220-3  Utilization of Labor Surplus Area Concerns (Apr 1984)
52.222-3  Convict Labor (Apr 1984)
52.222-26 Equal Opportunity (Apr 1984)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans 
          (Apr 1984)
52.222-36 Affirmative Action for Handicapped Workers (Apr 1984)
52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the 
          Vietnam Era (Jan 1988)
52.223-2  Clean Air and Water (Apr 1984)
52.223-6  Drug-Free Workplace (Jul 1990)
52.225-3  Buy American Act - Supplies (Jan 1994)
52.225-11 Restrictions on Certain Foreign Purchases (May 1992)
52.227-1  Authorization and Consent (Apr 1984) -- Alternate I (Apr 1984)
52.227-2  Notice and Assistance Regarding Patent and Copyright Infringement 
          (Apr 1984)
52.227-11 Patent Rights -- Retention by the Contractor (Short Form) (Jun 1989) 
          -- As Modified by 1852.227-11 (JUNE 1990) NASA FAR Supplement
52.227-16 Additional Data Requirements (Jun 1987)
52.227-20 Rights in Data -- SBIR Program (Mar 1994)
52.229-3  Federal, State and Local Taxes (Jan 1991)
52.229-5  Taxes - Contracts Performed in U.S. Possessions or Puerto Rico 
          (Apr 1984)
52.232-2  Payments under Fixed-Price Research and Development Contracts 
          (Apr 1984)
52.232-8  Discounts for Prompt Payment (Apr 1989)
52.232-9  Limitation on Withholding Payments (Apr 1984)
52.232-11 Extras (Apr 1984)
52.232-16 Progress Payments (Jul 1991) -- Alternate I (Aug 1987)
52.232-17 Interest (Jan 1991)
52.232-23 Assignment of Claims (Jan 1986)
52.232-25 Prompt Payment (March 1994) [Insert 30th day in subparagraph (b)(2)]
52.232-28 Electronic Funds Transfer Payment Methods (Apr 1989) -- As modified by
          NASA FAR Supplement 1832.908(a)
52.233-1  Disputes (March 1994) -- Alternate I (Dec 1991)
52.233-3  Protest After Award (Aug 1989)
52.242-13 Bankruptcy (Apr 1991)
52.243-1  Changes -- Fixed Price (Aug 1987) -- Alternate V (Apr 1984)
52.244-5  Competition in Subcontracting (Apr 1984)

                                       7

 
52.245-2   Government Property (Fixed-Price Contracts)
           (Dec 1989) -- Alternate I (Apr 1984)
52.245-4   Government - Furnished Property (Short Form)
           (Apr 1984)
52.246-7   Inspection of Research and Development -- Fixed Price 
           (Apr 1984)
52.246-16  Responsibility for Supplies (Apr 1984)
52.246-23  Limitation of Liability (Apr 1984)
52.246-25  Limitation of Liability -- Services (Apr 1984)
52.247-34  F.O.B. Destination (Nov 1991)
52.249-2   Termination for Convenience of the Government (Fixed 
           Price) (Apr 1984)
52.249-9   Default (Fixed-Price Research and Development) (Apr 
           1984)
52.253-1   Computer Generated Forms (Jan 1991)

    B.   NASA/FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES 

1852.204-70  Report on NASA Subcontracts (DECEMBER 1994)
1852.204-78  Security Plan for Unclassified Federal Computer 
             Systems (SEPTEMBER 1993)
1852.210-75  Packaging and Marking (SEPTEMBER 1990)
             --Alternate I (SEPTEMBER 1990)
1852.212-70  Notice of Delay (DECEMBER 1988)
1852.215-84  Ombudsman (OCTOBER 1995) Insert:

     Kurt L. Lindstrom, Manager   Tom Luedtke, Deputy Associate
     NASA Management Office       Administrator for Procurement
     Phone: (818) 354-5359        Phone: (202) 358-2090
     Fax  : (818) 399-2607        Fax  : (202) 358-3082

1852.219-74  Use of Rural Area Small Businesses
             (SEPTEMBER 1990)
1852.219-76  NASA Small Disadvantage Business Goal
             (JULY 1991)

1852.227-72  Designation of New Technology Representative and
             Patent Representative (Apr 1984) Insert:

     NASA Management Office       NASA Management Office
     Arif Husain, Chief           Thomas H. Jones, Chief
     New Technology               Patent/Intellectual Property 
     M/S 180-800C                 M/S 180-802C
     4800 Oak Grove Drive         4800 Oak Grove Drive
     Pasadena, CA 91109           Pasadena, CA 91109

1852.232-70  NASA Progress Payments Rates (DECEMBER 1991)
             (DEVIATION)
1852.232-82  Submission of Requests for Progress Payments
             (MARCH 1989)
1852.235-70  Center for AeroSpace Information (NOVEMBER 1992)

                                       8




 
1852.235-71  Key Personnel and Facilities (MARCH 1989) Insert:

             Key Personnel:  Name/Position/Title:
        
             David M. Reinker, Principal Investigator
             Senior Process Engineer

             Facilities/Location:
 
             Contractor facilities located 
             at Costa Mesa, CA


1852.245-70  Acquisition of Centrally Reportable Equipment
             (MARCH 1989)
1852.245-73  Financial Reporting of Government-Owned/
             Contractor-Held Property (JULY 1994) --
             Alternate II (MARCH 1989) [Insert "Installation
             name and address" in paragraph (b)]
1852.246-71  Government Contract Quality Assurance Functions
             (OCTOBER 1988) (Insert "Location of final
             inspection and acceptance of all deliverables by
             the Contracting Officer")

     C. FIRMR Clauses

201-39.5202-1  FIRMR Applicability (Oct 1990) (Insert (4) and (5)
               incidental and embedded)
201-39.5202-3  Procurement Authority (Oct 1990) (Inset "the 
               regulatory" and "not applicable")
201-39.5202-5  Privacy or Security Safeguards (Oct 1990)
201-39.5202-6  Warranty Exclusion and Limination of Damages (Oct
               1990)

     D.  REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF
OFFERORS OR QUOTERS INCORPORATED BY REFERENCE

     The Representations, Certifications, and Other Statements of Offerors or 
Quoters as completed by the Contractor are hereby incorporated in their entirety
by reference, with the same force and effect as if they were given in full text.

11.     REPORTS OF WORK
    
     A.  Quarterly Technical Progress Reports

     The Contractor shall submit separate quarterly technical reports of all
work accomplished during each quarter's period of contract performance. The
Final Report shall serve as the last Quarterly Technical Progress Report. These
reports shall be in narrative form and be brief and informal in content.
Quarterly reports shall include (i) A quantitative description of work performed
during the period; (ii) an indication of any current


                                       9
           

 
problems which may impede performance or impact program schedule or cost, and 
proposed corrective action; (iii) a discussion of the work to be performed 
during the next reporting period; (iv) the total cumulative costs incurred as of
the report date; (v) estimate of cost to complete the contract; (vi) and 
estimated percentage of physical completion of the contract. The report required
by this paragraph shall be submitted in the number of copies and to the 
addresses indicated in Paragraph D. below entitled "Reports Distribution," 
within ten (10) days following the period being reported upon. Progress payments
shall be subject to the submission and acceptance of these quarterly reports.

     B. Final Report

     The Contractor shall submit a Final Report not later than the last day of 
the PERIOD OF PERFORMANCE (see clause 1852.212-74, above) of this contract. It 
shall document and summarize the entire contract results, in narrative form, and
serve as the final Quarterly Technical Progress Report. The first page shall be
a single page Project Summary of the research objectives, a description of the 
research work, and findings or results. The summary page shall be submitted 
without restriction for NASA publication. The balance of the report shall 
describe in detail: (i) project objectives; (ii) the work carried out; (iii) a 
technical merit and feasibility assessment; (iv) research findings or results; 
and (v) potential applications for the project results in a Phase IIII for NASA 
purposes and for commercial purposes. All rights to data shall be in accordance 
with clause 52.227-20, Rights in Data -- SBIR Program.

     C. Report Documentation Page

     The Contractor shall include a completed Report Documentation Page 
(Standard Form 298) as the final page of the each report submitted in Paragraphs
A. and B. above.

     D. Reports Distribution

     Reports shall be distributed in the quantities indicated below. The reports
to NASA shall be addressed as follows:

                                    REPORTS

                                                Quarterly     Final

1. NASA Contracting Officer                     *Original     Orig + 5
   Dora S. Huff
   M/S 180-802K
   4800 Oak Grove Drive
   Pasadena, CA 91109

                                      10

 
 **2. NASA Technical Monitor                    1                     0
      Arif Husain
      M/S 180-800C
      4800 Oak Grove Drive
      Pasadena, CA  91109

   3. JPL Manager SBIR Program                  1                     0
      Dr. Patricia McGuire
      M/S 126-256
      4800 Oak Grove Drive
      Pasadena, CA  91109

   4. JPL Technical Monitor                     1                     0
      Dr. Elizabeth A. Kolawa
      M/S 183-401, (818) 393-2593
      4800 Oak Grove Drive
      Pasadena, CA  91109

   5. NASA HEADQUARTERS                         (1 copy of Final
      SBIR Program Manager, Code XC             Report single-page
      Washington, DC 20546                      "PROJECT SUMMARY")

   6. NASA Center for Aerospace Information (CASI) none             ***

      Attn:  Accessioning Dept.
      800 Elkridge Landing Road
      Linthicum Heights, MD  21090-2934

  *Copy of letter of transmittal plus copy of technical report.
 **Original plus one virus-free 3.5-inch diskette.
***One clear copy and one virus-free 3.5-inch diskette.

[NOTE:  Diskette text should be MS-DOS or DOS TEXT files and labeled with 
contract number, content description, date prepared, and type of software used. 
Encapsulated Post Script level 1,2 is preferred, but WordPerfect 6.x or 
Microsoft Word 6.x or ADOBE portable document format (PDF) or Standard 
Generalized Markup Language (SGML) or ASCII full-text are acceptable. Standard 
Form 298, Report Documentation Page, shall comply with ANSI Standard Z39-18, OMB
Approval Number 0704-0188. Only Unclassified reports shall be submitted to the 
CASI (48 CFR Subpart 1827.406(b)(v). The Contractor shall boldly mark each 
report submitted to CASI, "CONTAINS PROPRIETARY SBIR DATA, PROTECT 4 YEARS 
PURSUANT TO 48 CFR Subpart 52.227-20."]

12.  STATEMENT OF WORK

The Statement of Work covered under this Contract, as more specifically detailed
in the Contractor's 94-1 Phase II SBIR Proposal Number 06.03-8211, Compliant 
Plug and Socket Interconnector, is incorporated by reference.

                                      11

 
                                                                       NAS7-1406
                                                                   Page 12 of 12

                          CONTRACT DISTRIBUTION LIST
                          --------------------------

Number of Copies
- ----------------

Duplicate Original

     + 1 ................. Contractor
                           ----------

                           Irvine Sensors Corporation
                           3001 Redhill Avenue, Bldg. III
                           Costa Mesa, CA 92626

       1 ................. Payment Office
                           --------------

                           National Aeronautics and Space Administration
                           Attn: CF/Headquarters Accounting Branch
                           Washington, DC 20546

       0 ................. Program/Sponsor's Office (s)
                           ----------------------------

                           Other--
                           -----

       1 ................. NASA Management Office - JPL
                           Attn: 180-800C/Arif Husain
                           4800 Oak Grove Drive
                           Pasadena, CA 91109

       2 ................. Jet Propulsion Laboratory
                           California Institute of Technology
                           Attn: 126-256/Dr. Patricia McGuire
                           4800 Oak Grove Drive
                           Pasadena, CA 91109

 
2.   PHASE II TECHNICAL OBJECTIVES AND APPROACH

     The goal of the Phase II CPSI program will be to make a significant effort 
that contributes to the NASA mission in planning, directing and conducting 
research and development for civilian use of space and aeronautics. In 
particular, vertical interconnection technology such as CPSI will provide a key 
role in NASA's move toward satellite miniaturization and component reuse.

2.1  Specific Objectives

CURED BOND

     One technique that should be feasible from a process standpoint which would
result in a cured bond is to squeegee the liquid resin into the preformed socket
prior to mating. To avoid the smearing of resin during the alignment step, the
liquid could be B-staged (partially cured) after squeegee application.
Circuit board manufacturers achieve strong layer-to-layer epoxy adhesion by
laminating B-staged epoxy films. ISC routinely laminates B-staged siloxane
polyimides in the fabrication of it's memory chip stacks. Among other issues to
be investigated, the concave or convex shape of the material within the socket
and the cleanliness of the socket top surface must be determined.

ALTERNATIVE MATERIALS

     The applications for CPSI can be approximated to those which now utilize
the fuzz button approach. A fuzz button is essentially a loosely balled piece of
gold wire. When the ball is compressed between layers it collapses and
electrically interconnects them. One inherent flaw is that there is very
little opposing force of the fuzz button on the bond pad if it is not fully
collapsed (i.e. there is still voiding within the fuzz button structure). This
can result in reliability problems especially in harsh environments. The solid
material of the CPSI bump, on the other hand, will exert a high opposing force
onto the bond pad if it is compressed elasticly but at the same time will allow
X-Y motion within the socket to absorb CTE mismatches. The reliability of fuzz
buttons is still in question and this technology fits in well as a replacement
for them in all applicable technologies.

     An alternative to silver filled epoxy is a silver filled stress absorbing
thermoplastic from the polyimide family of materials which was originally 
designed for mounting large semiconductor chips to substrates with mismatched 
CTEs. If it can be stencil printed with as much dimensional control as the 
epoxy, it will be more compliant and may be less prone to crumbling. These 
siloxane polyimides are being used as stress relieving die attach adhesives. 
Flexible siloxane linkages are polymerized into the polyimide network to form a 
stress absorbing adhesive. Ablebond P-560 is an example of a silver filled 
siloxane polyimide. The data sheet is located in the Addendum B. It was 
especially designed for bonding large semiconductor chips to substrates with 
mismatched CTEs to avoid chip warpage during thermal excursions. It has a high 
purity with very low levels of ionic contamination. The polyimide family of 
pastes must be designed to minimize resin bleed out after printing and prior to 
curing. Various companies, including Epoxy Technology, have commercially 
available screen printable standard polyimides. The desirable properties which 
cause them to be printable may be combined with desirable properties of the 
siloxanes.



ISC Proposal 952011              Page 13                               NAS7-1338






































 
     The most desirable property of an organic based material for the clamped 
bond style is elasticity. A bump that has memory will put an opposing force on 
the bond pad when placed in compression. Constant bond force will enhance 
reliability. A metal filled organic resin will probably need a low concentration
of metal so that the elasticity of the resin can dominate. Dexter Corporation of
City of Industry, CA has suggested Hysol K0120 for this purpose although the Ag 
loading may be too high. The data sheet is included in the Addendum B.

     Packard-Hughes of Irvine, CA, has a clamped bump technology that they call 
Gold Dot. They use raised contacts and rely on a high clamping force to 
compress the solid Au bump while breaking through any oxide on the bonding pad. 
This technology is not designed to accommodate CTE mismatch because of the high 
force required but the clamping mechanism itself may prove useful. They 
typically use a spring and pressure plate assembly to compress a flex circuit 
with Gold Dots against a substrate.

     Stencil printers are now available which are designed for high throughput 
assembly lines. Stencils obtained from Epoxy Technology will allow ISC to print 
and test other materials with more desirable properties such as higher 
compliance, higher thermal conductivity, better cohesiveness and abrasion 
resistance, more elasticity in compression, lower in friction, and different in 
metal filler material. The ideal material for the clamped bond would probably 
have a Au filler in an organic resin which has good cohesive strength but is 
still elasticity compressible enough to permit reasonable clamping forces and 
allow x-y motion. It should also have a low coefficient of friction and high 
thermal conductivity. The ideal material for the cured bond would be very 
compliant allowing at least 40% deformation in shear and have good fatigue 
properties. Au powder can be substituted for the silver if some reliability 
issue with the Ag is found. Ag resistivity is 1.59E-6 and Au is 2.35E-6 ohm-cm. 
Other fillers may be added to make the base resin more elastic, lower in 
friction, more cohesive, etc. Alternatively, the bumps could be coated with a 
film to make them lower in friction or more cohesive. Prior to testing, however,
many property values must be gathered for the different material candidates, 
such as outgassing, cryogenic performance, modulus of elasticity, etc.

2.2  Anticipated Technical Questions

MECHANICAL PROPERTIES

     During CTE mismatch movement, the bumps deform in shear until the friction 
of the bumps on the bond pads is overcome and at that point they slide. The 
shear strength of the bump material must withstand the force of friction and 
then the material cohesiveness must withstand the abrasion caused by relative 
movement. The actual compliance of epoxy is still questionable, especially at 
low temperatures. In addition, the cohesiveness and abrasion resistance of epoxy
may not be adequate causing the bump to crumble after repeated X-Y motion under 
compressive force. An alternative and possibly more compliant silver filled 
organic resin is the Ablestick siloxane polyimide die attach material. Silver 
filled standard polyimides are likely to have greater shear strength,
cohesiveness, and abrasion resistance than epoxies.

 
     The ideal clamping mechanism would be that which keeps a constant force on 
the mated pairs even as the materials are expanding and shrinking during thermal
cycling such as with a spring or a weight. The optimum clamping force must be 
determined which will compress all bumps such that contact is made but will 
still allow X-Y motion and will not damage the bumps. Because of the nature of 
the clamped structure, the chip surface probably cannot contact the socket top 
surface and still permit a constant opposing force of the bump on the bond pad.

     Vertical interconnection of MCMs intensifies the problems encountered with 
material CTE mismatch simply because the areas involved are generally much 
greater than that of individual IC's. As an example, a 4" silicon substrate 
stacked on top of a 4" polyimide substrate would experience approximately 0.015"
of relative movement at the edges of the MCMs when cycled from -50 degrees C to 
+ 150 degrees C. As another example, a 0.5" x 0.5" GaAs chip mounted to a 
diamond film substrate would see about 0.00025" or 6um of movement over the same
temperature range.

     Typically, stresses on face-up mounted GaAs die are kept in compression to 
minimize cracking during operation. As a result, the thin brittle nature of GaAs
dice limits the choice of materials that can be used to construct reliable 
assemblies. When compliant bonding is utilized there is no longer a restriction 
on materials but the clamping force should be kept low because of the 
brittleness.

HEAT DISSIPATION

     The thermal conductivity of electrically conductive organic materials is 
low when compared to that of pure metal solders but it may be acceptable when 
the bumps are kept very short reducing the path length for thermal rejection. 
Extra bumps can be added to aid in heat removal even if they do not carry 
electrical signals. In flipped chips, the thermal performance is enhanced 
because the conductive bumps provide thermal pathways and also because the 
backside of the chip remains clean for the use of thermal greases or other 
materials. The low thermal conductivity of the epoxy bumps can be compensated
for by drawing heat out through the back via the clamping mechanism. Contact
resistance of the clamp will be minimal since the chip backside and clamp
surface are polished and since resistance decreases with force. Contact
resistance can also be minimized with a thermal grease. A thermally conducting
socket material may be useful if the chip surface is allowed to make contact to
the top of the socket surface on the substrate. Heat removal is aided by wicking
thermally conductive dielectric between the chip and substrate. Epoxies are
commercially available for this purpose.

     Table 2-1 lists values of thermal conductivity and coefficient of thermal
expansion for assorted materials. Unfortunately, the substance with the best 
combination of thermal conduction and electrical insulation properties, diamond,
has a CTE which does not match favorably with active device materials, 
especially GaAs.
















 
- --------------------------------------------------------------------------------
                                k(W/cm C)                 CTE(PPM/C)
- --------------------------------------------------------------------------------
GaAs                              0.55                       5.7
- --------------------------------------------------------------------------------
Diamond                           10-20                      0.9
- --------------------------------------------------------------------------------
Silicon                           1.5                        2.6
- --------------------------------------------------------------------------------
Alumina                           0.35                       6.1
- --------------------------------------------------------------------------------
Aluminum Nitride                  1-1.7                      3.5
- --------------------------------------------------------------------------------
Silver Filled Epoxy               0.017                      38
- --------------------------------------------------------------------------------
Silver Filled Polyimide           0.1                        80
- --------------------------------------------------------------------------------
Gold                              3.18                       14.3
- --------------------------------------------------------------------------------
Polyimide                         0.0015                     40
- --------------------------------------------------------------------------------

               Table 2-1. Values of Thermal Conductivity and CTE

      GaAs operates at high speeds and dissipates a great deal of heat and 
therefore a highly thermally conductive substrate is desirable. GaAs can have a 
thermal load of 20 W/cm/(2)/ so that a 0.5" x 0.5" chip may dissipate as much as
30W. Since performance degrades rapidly at temperatures above 200 to 300 degrees
celsius, adequate heat sinking is a principal requirement. Flipping of the GaAs 
chip will aid in heat removal because the active heat producing region of the 
chip is now closer to the substrate surface and heat does not have to pass 
through the bulk of the low thermal conductivity material. Flipped GaAs chips do
not need to be thinned since heat is removed through the bumps. Lack of the 
necessity to thin results in lower cost and makes the chip much more robust 
since the bulk material is so brittle.

CPSI QUALITY ASSURANCE

     Table 2-2 list examples of qualification specifications to validate the 
Compliant Plug and Socket Interconnect. The program is geared toward military 
satellite applications. The sequence of tests is shown for the cured and clamped
bond and includes lifetime at a low temperature. Specifications for GaAs and Si 
devices will include functional tests.

      The plan for validation and qualification of the CPSI technology is based 
on MIL-STD-883 methods and derived from Method 5011 in particular.

      The process to be validated is the creation of bumps with conductive 
compliant epoxy. We intend to demonstrate that the bumping process is consistent
and produces bumps that maintain conductivity throughout the application 
lifetime. The validation will be conducted on bumps that have been cured into 
sockets or mechanically clamped together per Table 2-2.

      Method 5011 sequential testing will be used to qualify the bumping 
process. In addition, ultrasonic inspection and SEM will be used to characterize
the types of voids to be expected in the socket material interfaces. Some 
devices will be packaged and subjected to RGA in order to characterize the 
internal environment.



                                    Page 16


 
 

Test                                        MIL-STD-833 Method &                    Purpose of Test
                                            Condition
                                                                              
- ---------------------------------------------------------------------------------------------------------------------------
Process Validation
Subgroup 1 Cured                            3 samples
Subgroup 2 Mech. Clamped                    3 samples
- ---------------------------------------------------------------------------------------------------------------------------
Insertion/Removal                           Manually 50 times                       simulation of worst case
                                                                                    application environment
- ---------------------------------------------------------------------------------------------------------------------------
Electrical Continuity
- ---------------------------------------------------------------------------------------------------------------------------
Qualification, Sequential Testing
Subgroup 3, Cured
Subgroup 4, Mech. Clamped                   10 samples
                                            10 samples
- ---------------------------------------------------------------------------------------------------------------------------
Thermal Shock                               M1011, Cond. C, 15 cycles               pre-conditioning for electrical test
- ---------------------------------------------------------------------------------------------------------------------------
Temperature Cycle                           M1010, Cond. C, 100 cycles              pre-conditioning for electrical test
- ---------------------------------------------------------------------------------------------------------------------------
Mechanical Shock                            M2002, Cond B, Y1 axis                  pre-conditioning for electrical test
- ---------------------------------------------------------------------------------------------------------------------------
Variable Frequency Vibration                M2007, Cond. A, Y1 axis                     pre-conditioning for electrical test
- ---------------------------------------------------------------------------------------------------------------------------
Constant Acceleration                       Method 2001, Condition A, Y1            pre-conditioning for electrical test
                                            direction
- ---------------------------------------------------------------------------------------------------------------------------
Visual Exam                                 M2017                                   Inspect for degradation of epoxy
- ---------------------------------------------------------------------------------------------------------------------------
Electrical Continuity
- ---------------------------------------------------------------------------------------------------------------------------
Volume Resistivity                          M5011
- ---------------------------------------------------------------------------------------------------------------------------
Ultrasonic Inspection                       M2035                                   Inspect for voids in socket epoxy
- ---------------------------------------------------------------------------------------------------------------------------
SEM                                         M2018                                   Inspect for voids in socket epoxy
- ---------------------------------------------------------------------------------------------------------------------------
RGA                                         3 additional samples hermetically
                                            packaged. M1018
- ---------------------------------------------------------------------------------------------------------------------------


                       Table 2-2. Validation Criteria

ISC Proposal 952011                  Page 17                         NAS7-1338  
   

 
3. PHASE II WORK PLAN

   Figure 3-1 presents an overview of the proposed twenty-one (21) month
program. Descriptions of the proposed technical tasks are presented in the
following section

3.1 Performance Schedule

 
 
                                        FY96                FY97
                              -----------------------------------------
Task Name                     O N D J F M A M J J A S O N D J F M A M J
- -----------------------------------------------------------------------  
                                                  
CPSI Phase II SBIR
- -----------------------------
 Polyimer Investigation
- -----------------------------
 Process and Fixture Develop
- -----------------------------
 MCM Demonstration
- -----------------------------
  MCM Models
- -----------------------------              [GRAPH APPEARS HERE]
  Procure Compounds
- -----------------------------
  Apply Bumps and Assemble
- -----------------------------
  Fixtures, Mechanical
- -----------------------------
  Fixtures, Electrical
- -----------------------------
  Test
- -----------------------------
 Diamond Substrate Demon
- -----------------------------
  Procure Substrate
- -----------------------------
  Bond GaAs
- -----------------------------
  Thermal Cycle
- -----------------------------
 Project Management
- -----------------------------
  PMO
- -----------------------------
  Travel
- -----------------------------
  Final Report
- -------------------------------------------------------------------------------
 

                        FIGURE 3-1. Work Plan Schedule


3.2 Project Objectives

1. Gather Data on All Candidate Materials. Appropriate materials will be 
organic based resins with metal fillers for conductivity . A consultant with 
many years of experience and an expert in the field of organic materials in 
microelectronics will be utilized in this area. Select a reasonable number of 
bump materials and perform tests to identify the optimum material for the cured
bond and another material for the clamped bond. Stencil printing equipment will 
need to be purchased by ISC. The test structures used for Phase I work will also
be used in the Phase II material analysis work.

   James J. Licari, will be our expert in the field of microelectronic polymers.
His first task entails selection of the proper resins to ensure success. An 
individual with broad experience is necessary to locate material candidates from
the enormous amount of organics available.

2. Process Determination. Refine a process to squeegee and B-stage adhesive into
the socket for the cured bond. Design a precision machined clamping mechanism 
for the clamped bond. Test for continuity during thermal cycling along with 
other qualification specifications. The cause of loss of continuity at cryogenic
temperatures in the Phase I studies will be determined.

                                    
ISC Proposal 952011                 Page 18                           NAS7-1338

 
3. Demonstrate Functionality of the Clamped CPSI Bond. An MMC module as 
described in Section 8 will be assembled and tested. Drawings are included in 
Addendum B. Processors and memory short stacks will be operated using CPSI
between the MCMs in place of fuzz buttons. The MCMs will be clamped and active
devices will be wire bonded due to the top cavity configuration. The use of an
existing module design and hardware will minimize the effort required in this
area (only slight modifications) and will allow emphasis to be directed to the
connector itself. The MMC ceramic MCM substrates will be stencil printed on the
top surface ring and polyimide will be spun on the bottom flat surface. The top
and bottom surfaces of the ceramic will be lapped to less than 1um range
flatness ensuring contact of all the bumps.

4. Demonstrate of the Cured CPSI Bond. A GaAs device will be bonded to a diamond
film substrate. This is contingent, however, on the ability to procure and
process the substrate which is still a relatively new material.  The bonded
pair will be thermal cycled to demonstrate CTE mismatch management. 
                                                        
3.3 Project Deliverable

    The deliverables of this project are:

1. Required Reports and Final Report including functional test data.
2. Phase III Business Plan.
3. A prototype of a CPSI MCM.
4. A prototype of GaAs on diamond. 










ISC Proposal 952011             Page 19                  NAS7-1338

 
4.  OFFFEROR INFORMATION

    Irvine Sensors Corporation is a world leader in 3D Stacking technologies
for highly sophisticated dense 3D electronics packaging and focal plane arrays. 
The equipment now used by ISC in the fabrication of 3D electronics assemblies is
industry-standard in nature.

    ISC occupies over 20,000 square feet of laboratory, management, and 
administrative space.  Laboratory operations and engineering occupy 60% of the 
facility.  The laboratory is organized to facilitate several functional areas 
required by the company's business segments.  These segments include 
densely-packaged 3D electronics modules, signal processing electronics design, 
and product fabrication.

    ISC is aggressively pursuing commercial and military applications 3D Silicon
technology across a broad market place that includes computer memory products, 
image processors, neural networks, massively parallel processors, and infrared 
focal plane arrays.  All of these pursuits relate in some way to the proposed 
program, and their enumeration and description would be too lengthy and 
repetitive for inclusion here.  Representative examples of those most closely 
related will be used.

4.1 Massively Parallel Processors

    For the past two years on a NASA JPL SBIR, Irvine Sensors has worked with 
nCube Corporation to develop a high density package of their basic MPP note, 
consisting of a microprocessor and its associated memory.  Shown in Figure 4-1, 
the results of this project are now in demonstration test at nCube.  This 
one-inch square package replaces a three to five inch printed circuit board, a 
factor of more than ten area reduction.  nCube MPC's typically contain 1000 such
processing nodes so that a factor of ten volumetric savings is the difference 
between a laptop and a room-filling system.

            [PICTURE OF IRVINE SENSORS' SOBIEC MODULE APPEARS HERE]

                   Figure 4-1. Irvine Sensors' SOBIEC Module

ISC Proposal 952011             Page  20                          NAS7-1338

 
4.2 High Density, Low Cost MCMs

    On an SBIR program nearing completion for the U.S. Air Force Phillips Labs, 
Irvine Sensors is packaging a digital signal processing node in an extremely 
dense package (See Figure 4-2).  The device includes the Texas Instruments 
TMS320C30 DSP, all of its glue logic, and associated memory, in a modular, field
repairable unit.  This project is very significant to the proposed program in 
that its architecture is completely compatible with single board architecture 
described in Figure 1-3 and in Addendum B.


                 [PICTURE OF IRVINE SENSORS' MMC APPEARS HERE]


                        Figure 4-2. Irvine Sensors' MMC


    The key capability is the high channel density which enables a high MPP 
density as explained in attachment 1.

4.3 3D Silicon Manufacturing

    The cornerstone of 3D Silicon technology is the commitment on the part of 
Irvine Sensors and its strategic partners to high volume commercial production. 
This commitment became a reality in 1992 with the announcement of the 
partnership with IBM to commercialize the technology.  The two corporations have
jointly developed the production technology to achieve 1000 cubes per day 
production rates at commercially competitive prices.  Figure 4-3 shows the 
interior of the Early Production Line (EPL) at the IBM semiconductor 
manufacturing site in Burlington, VT.  In 1994, Irvine Sensors executed an $8.5 
million stock offering to finance the replication of the EPL at Irvine Sensors' 
facility in South Burlington, VT.


ISC Proposal 952011              Page  21                             NAS7-1338

 
                         [PICTURE OF EPL APPEARS HERE]


Figure 4-3.  Dual Use 3D Silicon Foundry is built around the Early Production 
Line (EPL) for "cubing" at IBM in Burlington, which can be scaled to meet the 
demands of a mainstream 3D Silicon technology.


ISC Proposal 952011                 Page  22                     NAS7-1338

 
    In addition, a small volume 3D Silicon production facility has been put in 
place in Costa Mesa, CA, to satisfy military and scientific users of 3D silicon.

4.4 SIRComm/TM/

    The Irvine Sensors Corporation SIRComm/TM/ SIR2 is  a dual voltage, 
micropower, IrDA and ASK Compliant IR receiver.  It features a high gain 
photodiode amplifier, 90uA operating current that is constant over supply 
voltages of 3.3 and 5 volts.  A unique design technique allows the SIR2 to both 
directly interface to IrDA/ASK compatible IR detector diodes and operate over a 
wide input dynamic range.  The output is capable of driving a 40 pf. load at 
CMOS/TTL levels for direct interfacing into IrDA compliant UARTs or Super 
I/O/TM/ devices over 2400 to 115.2 Kbaud.

    The SIR2's integrated photodiode amplifiers and on-chip bandpass filter 
include input overload clamps in each circuit to eliminate the requirement for 
device overload recovery time. A control pin is provided to allow operation with
either 3.3 or 5V supplies.
        
    SIRComm was developed to meet the needs of the high volume, cost sensitive 
PC marketplace.  We enjoy a leadership role for this particular product which is
in production at a rate approaching several million devices per year.  SIRComm's
aggressive pricing at under $2.00 per part was realized by a close interaction 
between our circuit designers and a large number of computer and 
telecommunications customers, as well as our presence on the IrDA standards 
committee.


             [PICTURE OF IRDA COMPLIANT IR RECEIVERS APPEARS HERE]


         Figure 4-4.  Irvine Sensors Corporation Is The World Leader 
                        In IrDA Compliant IR Receivers


ISC Proposal 952011                Page  23                         NAS7-1338

 
5. EQUIPMENT, INSTRUMENTATION, COMPUTERS, AND FACILITIES

   ISC has organized its laboratories to facilitate the several functional areas
required by the Company's business segments. These business segments include
densely-packaged 3D electronics modules, and signal processing electronics
design and fabrication.

   ISC's laboratory facilities support the mechanical preparation of silicon 
wafers containing either analog signal processing or digital ICs. This
preparation includes the precision thinning of the wafers to as little as 2
mils, and the dicing of the thinned wafers into individual ICs. The Company
utilizes a Laseruler and specialized inspection and measurement microscopes to
maintain and verify the critical dimensions of the die prior to incorporation
into the dense electronics cube. This dimensional control is required to ensure
that each of the electrical leads incorporated into typical 3D modules will be
maintained within a grid within as little as 1 mil variability in both the X and
Y axes.

Support for Mechanical Preparation of Silicon Wafers and Cubes - The ISC 
laboratory supports the mechanical preparation of silicon wafers containing 
either analog signal processing or memory ICs. This preparation includes the 
precision thinning, dicing, and reroute metalization. Precision thinning 
(grinding/etching) of up to 8 inch wafers to as thin as 50 microns is 
accomplished on a Strasbaugh grinder to within tolerances of + or - 1um. Wafer 
dicing is performed on a fully automatic DISCO dicing saw. Metal reroute on the 
wafers is performed in a combination of metal evaporation and within ISC's full 
metal plating operation.

ISC uses a Laserule and various inspection and measurement microscopes to 
maintain and verify the critical dimensions of the die prior to incorporation 
into the dense electronics cube. This dimensional control is required to ensure 
that each of the 16,000+ electrical leads incorporated in a single HYMOSS/TM/ 
module will be maintained within a grid with as little as 1 mil variability in 
both the X and Y axes. Cube lamination is performed in custom proprietary 
fixtures which have been updated to facilitate batch processing. Cube faces are 
planarized for bus and pad metal using two Strasbaugh lapping machines.

Inspection Capabilities - As part of the Quality Program, the ICS laboratory 
uses photographic inspection capabilities, a Scanning Electron Microscope, 
Stereo and Toolmaker microscopes, and profilometer for surface profile data.

Computer Controlled Alessi Probe Station - All ICs are electrically evaluated, 
using special-purpose automated test equipment. The IC test lab includes a 
computer-controlled Alessi Probe station, and a computerized data acquisition 
system designed and constructed by ISC. After being fully characterized, the ICs
are laminated into the densely-packaged Z-technology electronics structure.

   All ICs are evaluated electrically, utilizing special-purpose automated test 
equipment. The IC test lab includes a computer-controlled Alessi Probe station 
(Figure 5-1), and a computerized data acquisition system designed and 
constructed by ISC.


ISC Proposal 952011                Page 24                             NAS7-1338

 
                   [PICTURE OF ALESSI REL-4500 APPEARS HERE]

                          Figure 5-1. Alessi REL-4500

    "Bump bonding" is performed with the use of a thin film evaporation system 
which is capable of depositing three metals simultaneously.  The bump bonding 
alignment equipment was designed by ISC engineers to accept all types of 3D 
electronics packages.  Memory stacks while are bonded to interconnection 
substrates to complete the 3D digital system.

    ISC conducts basic research in areas such as materials compatibility, 
process failure analysis and electronics circuitry operation to gain further 
understanding of the complex interactions involved in the 3D module fabrication 
process.  ISC utilizes its scanning electron microscope to aid in the basic 
research into these areas.  A surface profilometer with a measurement resolution
of five Angstroms is also used in thin film analyses.

Modern Clean Rooms - Three modern clean rooms, totaling 1,150 sq. ft., house all
the necessary equipment to perform thin film and photolithography processes down
to a class 100 clean. Equipment in this area includes three thin film sputtering
systems including an MRC Triple Target RF-DC system, two evaporation systems,
and two photo mask alignment and exposure units including a Carl Sus indexing
aligner with 0.6um resolution. ISC is capable of dry (plasma etching, plasma
ashing) and wet (chemical etching) processing.

    After being fully characterized, the ICs are laminated into the 
densely-packaged electronics structure discussed above.  Modern clean room 
houses all the necessary equipment to perform thin film and photolithographic 
processes.  (Figure 5-2) Equipment in this area includes thin film sputter 
deposition machines and a photomask alignment and exposure unit.


ISC Proposal 952011             Page  25                      NAS7-1338

 


                            [ARTWORK APPEARS HERE]






                        Figure 5-2. Modern Clean Rooms















                                    Page 26

 
Bump Bonding Capabilities - The bump bonding alignment equipment was designed by
ISC engineers to accept large area detector arrays and all types of 3D 
electronics packages. Bump bonding is performed with the use of a thin film 
evaporation system which is capable of depositing three metals simultaneously. 
The digital electronics packages are bonded to interconnect substrates to 
complete the 3D digital system. ISC conducts basic research in areas such as 
materials compatibility, process failure analysis and electronics circutry 
operation to gain further understanding of the complex interactions involved in 
the 3D module fabrication process. ISC uses its scanning electron microscope to 
aid in this research. A Tencor Surface Profilometer with a measurement 
resolution of five Angstroms is also used in thin film analysis.

Computer-Aided Design and Analysis Capabilities - ISC uses a variety of computer
software models relevant to the requirements of its high-density focal plane, 
memory systems, and analog signal processing electronics. ISC is currently using
state of the art Mentor Graphics series A.2-i (8.4) IC design software. This 
includes full mixed mode simulation using HSPICE and LSIM, switched capacitor 
simulators, full layout and auto routing capabilities, and full verification 
software including LVS and DRC technology ranging from simple gates to complex 
cryogenic amplifier and analog to digital converter designs. The library 
component contains both physical layouts and HSPICE transistor and higher level 
performance models.

     ISC uses both workstations and PC-based software packages for the design 
and analysis of its complex signal processing ICs. ISC's design computer network
consists of 8 Sun Sparc workstations 10 and 20-60s) and numerous 486 type PCs.

Specialty Support - Both gas and water distribution systems are used to ensure 
process reproducibility and dependability. ISC incorporates a deionized 
purification water system capable of delivering 18 megohm quality water. We use 
highly filtered air, nitrogen, and a house vacuum system in the production 
process.

     The newly installed pH Neutralization and Controller unit exceeds all 
environmental standards. The ISC facility is in full compliance with 
environmental laws and regulations of federal, state, and local governments for,
but not limited to, these groupings: airborne emissions, waterborne effluents, 
external radiation levels, outdoor noise, solid and bulk waste disposal 
practices, handling and storage of toxic and harzardous materials.

     ISC was issued a Top Secret facility clearance with Secret storage 
capability, by DCASR Los Angeles, on 4 February 1980. Cognizant security office 
is the Defense Investigative Service, 3605 Long Beach Boulevard, Suite 405, Long
Beach, CA 90807-4015, (310) 595-8644/7652.



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