SUBLEASE
      AGREEMENT

     

    This
      Sublease Agreement (“Sublease”)
      is
      made and entered into by XsunX, Inc., a Colorado corporation (“Sublandlord”),
      and
      MVSystems, Inc., a Colorado corporation (“Subtenant”)
      as of
      May 30, 2008. For valuable consideration, the receipt and adequacy of which
      are
      hereby acknowledged, Sublandlord and Subtenant agree as follows:

     

    1. Definitions.
      In this
      Sublease, the following terms have the meaning given to them:

     

    a. Building:
      The
      building located at 500 Corporate Circle, Golden, Colorado 80401, which building
      contains the Subleased Premises and the Original Premises.

     

    b. Sublease
      Commencement Date:
      May 31,
      2008.

     

    c. Master
      Lease:
      Lease
      dated April 28, 2006, between Green Mountain Corporate Center II, LLP as
      Landlord, and Sublandlord, as Tenant. A copy of the Master Lease is attached
      to
      this Sublease as Exhibit
      A
      and is
      made a part of this Sublease by this reference.

     

    d. Subleased
      Premises:
      That
      portion of the Original Premises designated as the “Warehouse” portion, together
      with any interior windows which shall remain unobstructed, as depicted on the
      floor plan attached to this Sublease as Exhibit
      B,
      which
      floor plan is made a part of this Sublease by reference.

     

    e. Retained
      Premises:
      That
      portion of the Original Premises designated as the “Workshop,” “Open Office
      Area,” “Office 01,” “Office 02” and “Restroom” portions, together with any
      interior windows which shall remain unobstructed, as depicted on the floor
      plan
      attached to this Sublease as Exhibit
      B.

     

    f. Original
      Premises:
      The
      premises demised to Sublandlord under the Master Lease, known as Suite J of
      the
      Building.

     

    g. Termination
      Date:
      May 31,
      2009, unless earlier terminated as provided in this Sublease.

     

    2. Agreement.
      Sublandlord subleases the Subleased Premises to Subtenant, and Subtenant
      subleases the Subleased Premises from Sublandlord, according to the terms of
      this Sublease. 

     

    3. Acceptance
      of Subleased Premises.
      Sublandlord will deliver the Subleased Premises, and Subtenant will accept
      the
      Subleased Premises, in an “as is” condition on the Sublease Commencement
      Date.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    4. Term.
      The
      term of this Sublease will begin on the Sublease Commencement Date and shall
      end
      on the Termination Date, unless earlier terminated as provided in this Sublease
      (“Sublease
      Term”).
      The
      parties expressly agree and acknowledge that this Sublease shall terminate
      upon
      the closing of a sale to a third party purchaser or the exercise of the
      Reimbursement Option, as provided for in the Separation Agreement and Mutual
      Release executed by Subtenant and Sublandlord contemporaneously herewith
      (“Separation Agreement”). 

     

    5. Subtenant
      Use of and Access to Subleased Premises.
      Subtenant may use the Subleased Premises for office, laboratory and
      manufacturing purposes. Sublandlord
      and Subtenant acknowledge that
      Subtenant will be operating or maintaining within the Subleased Premises the
      X4-BPL machine currently located in the Subleased Premises (the “Machine”)
      for
      purposes of a potential sale to a third party as set forth in the Separation
      Agreement. Sublandlord and Subtenant further acknowledge that Subtenant will
      use
      for such purpose, as necessary to demonstrate the Machine, the gas cabinets
      currently installed in the Subleased Premises (“Gas Lines”). Access by Subtenant
      to the Subleased Premises shall be through the doorway located in Suite L of
      the
      Building, the same being the doorway in the “Warehouse” portion as depicted on
      Exhibit B hereto.

     

    6. Representations
      and Obligations of Subtenant Regarding Machine.
      Subtenant represents that as of February 12, 2008, the Machine fully complied
      with the functionality and system operating standards set forth in Section
      11 of
      the Machine proposal of Subtenant to Sublandlord dated December 2, 2005, which
      Section 11 bears the heading “Process and System Guaranties.” Subtenant further
      represents and warrants that throughout the Sublease Term, the Machine: (a)
      will
      not be relocated from the Subleased Premises except as provided for in the
      Separation Agreement; (b) will be maintained in its present condition as of
      the
      date hereof, without disassembly or removal of any parts except as necessary
      for
      replacement of parts to demonstrate the Machine to potential purchasers; and
      (c)
      will be used by Subtenant solely for demonstration to potential buyers in
      connection with a potential sale of the Machine to a third party as set forth
      in
      the Separation Agreement together with such operation and maintenance as
      necessary to demonstrate the Machine for purposes of a potential sale.
      Subtenant’s representations and obligations set forth in this paragraph 6 are
      referred to as the “Machine Representations.”

     

    7. Sublandlord
      Use of and Access to the Subleased Premises.
      During
      the Sublease Term, Sublandlord shall have no use of or access to the Subleased
      Premises except as follows: two representatives of Sublandlord shall be granted
      access, together, to the Subleased Premises solely for purposes of verifying
      Subtenant’s compliance with the Machine Representations, which access shall be
      limited to once a quarter during the Sublease Term on a date mutually agreed
      by
      Subtenant and Sublandlord at least five (5) business days in advance.


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    8. Rent.
      In
      consideration of the mutual obligations set forth herein, Sublandlord entered
      into the Separation Agreement. Sublandlord and Subtenant mutually acknowledge
      that execution of the Separation Agreement, together with the mutual obligations
      set forth therein, is full and adequate consideration for the obligations set
      forth in this Sublease. Accordingly, Subtenant will pay no rent to Sublandlord
      hereunder. Sublandlord further agrees that throughout the Sublease Term the
      Sublandlord shall be responsible to pay, and shall pay, any rent due under
      the
      terms of the Master Lease (hereinafter, “XsX Rental Payments”), together with
      any additional rent, real estate taxes and assessments and expenses of operating
      and maintaining the Subleased Premises other than the Utilities and Insurance
      as
      set forth in paragraphs 9 and 10 below.

     

    9.  Utilities.
      Beginning on the Sublease Commencement Date, Sublandlord’s account with
      electrical, water, sewer and other utilities for the Original Premises will
      be
      transferred to Subtenant for the Sublease Term. Throughout the Sublease Term,
      Subtenant shall be responsible to pay, and shall pay, all utilities for both
      the
      Subleased Premises and the Retained Premises less the monthly sum of $100.00,
      which monthly $100.00 amount shall be payment by Sublandlord for utilities
      used
      in connection with the Retained Premises (“XsX Utilities Payment”). The XsX
      Utilities Payment shall be due to Subtenant and payable by Sublandlord to
      Subtenant on or before the 5th day of each month during the Sublease Term.
      Subtenant shall be reimbursed for its payment of Utilities (excluding the XsX
      Utilities Payment paid by Sublandlord) in accordance with, and to the extent
      permitted by, the Separation Agreement.

     

    10. Insurance.
      Beginning on the Sublease Commencement Date, and throughout the Sublease Term,
      Subtenant shall maintain in full force and effect, with a commercial insurance
      carrier licensed and duly authorized to issue such insurance in the State of
      Colorado, insurance policies and coverages for the Subleased Premises approved
      by Sublandlord and to include premises, fire and casualty, and commercial
      general liability coverages. Subtenant shall be reimbursed for the cost of
      any
      insurance premium paid by Subtenant to comply with this paragraph 10 in
      accordance with, and to the extent permitted by, the Separation
      Agreement.

     

    11. Maintenance
      and Condition of the Subleased Premises.
      Throughout the term of the Sublease, Subtenant shall maintain the Subleased
      Premises in such condition as delivered by Sublandlord to Subtenant on the
      Sublease Commencement Date. Upon expiration of the Sublease Term, the Subleased
      Premises shall be surrendered to Sublandlord in the same condition and without
      removal of any equipment other than the Machine in the event of a sale or
      exercise of the Reimbursement Option as set forth in the Separation Agreement.
      Without limiting the foregoing, Subtenant and Sublandlord specifically agree
      that the Gas Lines will be maintained throughout the Sublease Term and
      surrendered to Sublandlord upon expiration of the Sublease Term in the same
      condition as delivered on the Sublease Commencement Date. Without Sublandlord’s
      prior written consent, the Gas Lines shall not be used by Subtenant except
      as
      set forth herein, shall not be included in any sale of the Machine and shall
      not
      be removed from the Subleased Premises.

     

    12. Alterations.
      Subtenant shall not make any alterations, additions, or improvements to the
      Subleased Premises without Sublandlord’s prior written consent, which consent
      shall not be unreasonably withheld, and in compliance with the Master Lease.
      Notwithstanding the foregoing, Sublandlord hereby consents to Subtenant
      installing new locks on all doors accessing the Subleased Premises.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    13. Assignment
      and Subletting.
      No
      portion of the Subleased Premises or of Subtenant’s interest in this Sublease
      may be acquired by any other person or entity, whether by assignment, mortgage,
      sublease, transfer, operation of law or act of Subtenant, without the prior
      written consent of Sublandlord and Landlord in accordance with the Master Lease,
      such consents not to be unreasonably withheld. 

     

    14. Termination
      for Cause.
      This
      Sublease may be terminated by either party for cause in the event of a material
      breach by the other party (“breaching party”) of this Sublease or a “Material
      Breach” as defined in the Separation Agreement, upon thirty (30) days advance
      written notice to the breaching party if said material breach is not cured
      within thirty (30) days of the written notice. Upon such termination for cause,
      Subtenant shall have vacated the Subleased Premises and the Subleased Premises
      shall revert to Sublandlord.

     

    15. The
      Master Lease.
      This
      Sublease is subject to the Master Lease. The provisions of the Master Lease
      are
      incorporated into this Sublease as though Sublandlord were the Landlord under
      the Master Lease and Subtenant were the Tenant under the Master Lease, to the
      extent any such provisions apply to the Subleased Premises. Capitalized terms
      used and not otherwise defined herein shall have the meanings assigned thereto
      in the Master Lease. Subtenant has received a copy of the Master Lease. In
      the
      event the Master Lease terminates or expires for any reason, this Sublease
      shall
      automatically terminate as well.

     

    Without
      limiting the foregoing in any manner, Subtenant expressly agrees with respect
      to
      the Subleased Premises that Tenant’s restoration, maintenance and repair
      obligations set forth at paragraphs 9 - 10 of the Master Lease shall apply
      to
      Subtenant; provided, however, that Subtenant’s obligations hereunder shall be
      limited to the conditions of the Subleased Premises as they exist on the
      Sublease Commencement Date. Subtenant further expressly agrees with respect
      to
      paragraph 20 of the Master Lease that: (i) Tenant’s indemnity obligations set
      forth therein shall apply to Subtenant, and Sublandlord shall be an additional
      indemnitee with respect to such obligations; and (ii) Subtenant shall maintain
      Commercial General Liability insurance as set forth therein, naming Sublandlord
      as an additional insured, and Subtenant shall provide a certificate or other
      proof of such insurance coverage to Sublandlord at its request. 

     

    Provided
      further, that such restoration, maintenance, repair and indemnity obligations
      of
      Subtenant shall exclude any liability, damage or injury caused by Sublandlord
      and/or its employees, contractors and agents in connection with Sublandlord’s
      use of the Retained Premises and/or access to the Subleased Premises pursuant
      to
      Paragraph 7 above.

     

    16. Notices.
      All
      notices and other communications required under this Sublease shall be in
      writing and shall be given by United States first class mail, postage prepaid,
      registered or certified, return receipt requested, facsimile or by hand delivery
      (including by means of a professional messenger service) addressed as
      follows:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    
      	 	
              If
                to Sublandlord:

            	
              XsunX,
                Inc.

            


    

    65
      Enterprise

    Aliso
      Viejo, CA 92656   

    Attn:
      Tom
      Djokovich

    (Tel)
      (949) 330-8062

    (Fax)

    


    
      	
            	With
              copy to: 	
              Tobin
                D. Kern, Esq.

            


    

    Sherman
      & Howard, LLC

    633
      17th
      Street, Suite 3000

    Denver,
      Colorado 80202

    (Tel)
      (303) 299-8384

    (Fax)
      (303) 298-0940

    


    


    
      	    
              If to Subtenant:  	
               MVSystems,
                Inc.

            


    

    500
      Corporate Circle, Unit L

    Golden,
      Colorado 80401

    Attn:
      Dr.
      Arun Madan

    (Tel)
      (303) 271-9907

    (Fax)
      (303) 526-1408

    


    
      	
            	With
              copy to:	
                               
                Lee F. Johnston, Esq.

            


    

    Holland
      & Hart LLP

    555
      17th
      Street, Suite 3200

    Denver,
      Colorado 80218

    (Tel)
      (303) 295-8562

    (Fax)
      (303) 295-8261

    


    17. Entire
      Agreement. This
      Sublease, together with the Separation Agreement, constitutes the entire
      agreement between Sublandlord and Subtenant, and there are no other oral or
      written agreements with respect to the Subleased Premises between them. No
      modification or amendment of the Sublease will be made without the prior written
      consent of Sublandlord and Subtenant, which consent shall not be unreasonably
      withheld, conditioned or delayed.

     

    18. Consent.
      The
      effectiveness of this Sublease is conditioned upon the execution of the Consent
      to Sublease below by Landlord, the terms of which are incorporated
      herein.

     

    19. Execution
      in Counterparts.
      This
      Sublease may be executed in counterparts by facsimile to be followed by
      originally executed counterparts, each one of which shall be deemed an original
      and all of which together shall constitute one and the same
      agreement.

     

    Sublandlord
      and Subtenant have executed this Sublease as of the date first above
      written.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 SUBLANDLORD: 	 	 	 
	 	 	 	 
	
              XSUNX,
                INC., 

              a
                Colorado corporation 

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              By:
                _____________________________

              Name:
                __________________________

              Title:
                ___________________________

            	 	 	 


    

     

     

    

      	SUBTENANT:	 	 	 
	 	 	 	 
	
              MVSYSTEMS,
                INC.

              a
                Colorado corporation 

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              By:
                _____________________________

              Name:
                __________________________

              Title:
                ___________________________

            	 	 	 




    EXHIBITS

    Exhibit
      A--The Master Lease

    Exhibit
      B--Subleased Premises 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CONSENT
      TO SUBLEASE

    


    


    Landlord: Green
      Mountain Corporate Center II, LLP, a __________________ limited liability
      partnership

    


    Tenant:        XSunX,
      Inc., a Colorado corporation

    


    Subtenant:                 
      MVSystems,
      Inc., a Colorado corporation

    


    Master
      Lease:    Lease
      dated April 28, 2006, between Landlord and Tenant.

    


    Sublease:                   
      Sublease
      Agreement between Tenant, as Sublandlord, and Subtenant, dated May ___, 2008,
      a
      copy of which is attached hereto.

    


    Date:          
      May
      ___,
      2008 

    


    Landlord
      hereby consents to the subletting of the subleased premises described in the
      Sublease (the “Subleased
      Premises”)
      by
      Tenant to Subtenant, so long as:

    


    1. Tenant
      continues to pay all Rent and other sums and the performance of all covenants
      required of Tenant under the Master Lease, in accordance with the terms of
      the
      Master Lease.

     

    2. If
      a
      default by Tenant under the Master Lease occurs beyond any applicable period
      of
      notice and cure, Landlord agrees to provide notice of such default to Subtenant
      in accordance with paragraph 16 of the Sublease, and Subtenant shall have the
      right, but not obligation, to cure Tenant’s default within five (5) days after
      receipt of such notice. Providing Subtenant an additional period to cure
      Tenant’s default will not constitute a waiver by Landlord of any of Landlord’s
      rights against Tenant as result of such default. If Subtenant fails to cure
      Tenant’s default within such 5 day period, Landlord may exercise all rights and
      remedies it may have against Tenant under the Master Lease or otherwise. If
      the
      Master Lease is terminated as a result of Tenant’s default under the Master
      Lease, in addition to all other rights and remedies of Landlord, the Sublease
      will automatically terminate. 

     

    3. The
      Sublease may not be amended except by written consent in advance of
      Landlord.

     

    4. All
      rights and remedies of Subtenant pursuant to the Sublease, if any, will be
      solely against Sublandlord. Neither this Consent nor the Sublease will give
      Subtenant any rights under the Master Lease except those expressly granted
      by
      the Sublease. 

     

    5. If
      any
      conflict between the Master Lease and the Sublease occurs, the Master Lease
      will
      control.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    6. Landlord
      approves of the terms, conditions and agreements contained in the Sublease
      (all
      of which shall be subordinate and subject at all times to the terms, covenants
      and conditions of the Master Lease), provided, however, Landlord assumes no
      liability or obligation of any kind whatsoever on account of anything contained
      in the Sublease. Landlord hereby consents to Subtenant changing the locks on
      all
      doors accessing the Subleased Premises, so long as Subtenant provides a copy
      of
      all keys to such locks to Landlord for fire or police department emergency
      access.

     

    7. By
      executing this consent, Landlord shall not be deemed to have waived any rights
      under the Master Lease, Tenant shall not be deemed to have waived or been
      released from any of its obligations under the Master Lease, nor shall Landlord
      be deemed to have waived Tenant’s obligations to obtain any required consents
      under the Master Lease (other than consent to the Sublease itself).

     

    8. The
      Sublease shall be deemed and agreed to be a sublease only and not an assignment
      and there shall be no further subletting or assignment of all or any portion
      of
      the Subleased Premises without the prior written consent of Landlord in
      accordance with the terms and conditions of the Master Lease.

     

    
      	 	 	 	 
	LANDLORD:	 	 	 
	 	 	 	 
	
              GREEN
                MOUNTAIN CORPORATE CENTER II, LLP,

              a
                _______________ limited liability partnership

            	 	 	 
	
            	 	 	
            
	
              By:_______________________      

              Name:____________________      

              Title:_____________________