EXHIBIT 10.8

                        CONSULTING AND ADVISORY AGREEMENT

         THIS CONSULTING AGREEMENT ("Agreement"),  made effective as of the 19th
day of January  2005,  is entered  into by and between  Xsunx,  Inc., a Colorado
corporation   ("Company"),   and  Dr.  Richard  E.   Rocheleau,   an  individual
("Consultant").  The Company and  Consultant  are sometimes  herein  referred to
individually as a "party" and collectively as the "parties".

                                 R E C I T A L S

         WHEREAS, Consultant has developed an expertise in the areas of chemical
engineering,  chemical  vapor  deposition  (CVD) and enhanced CVD techniques for
thin film  synthesis,  chemical  reactor  engineering  analysis of physical  and
chemical vapor deposition processes, photovoltaics and electronic materials, and
thin-film amorphous silicon structures and other technology related to amorphous
silicon and related alloys which is of interest to the Company;

         WHEREAS,  Consultant  is a research  professor  at the  Hawaii  Natural
Energy Institute School of Ocean And Earth Science And Technology, University of
Hawaii at Manoa  ("HNEI") and is engaged in research in other related fields and
shall also continue to be employed as the Director of HNEI; and

         WHEREAS,  the Company  desires to obtain the services of Consultant and
Consultant desires to provide the Company with consultancy and advisory services
as contemplated pursuant to the terms and conditions contained herein; and

     WHEREAS,  the  undersigned  parties  desire to formalize  such  consultancy
relationship;

         NOW, THEREFORE, in consideration of the promises,  mutual covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties to this
Agreement agree as follows:

         1.       Definitions

         1.1  "XsunX   Field  of  Use"  means  the   business   of   developing,
commercializing  and licensing processes for the manufacture of semi-transparent
(greater than 5% transparency) solar cells or photovoltaic glazing technologies.

         1.2   "Business   of  XsunX"   means  the   business   of   developing,
commercializing  and licensing processes for the manufacture of semi-transparent
photovoltaic  glazing  technologies.  The Company  intends  that its current and
future  processes  for the  manufacture  of  semi-transparent  solar  cells  and
photovoltaic  glazing  technologies  will  have  marketable   opportunities  for
applications  on  transparent  and  semi-transparent  substrates  for use in the
architectural,  industrial  and  residential  building  industries,  and, in the
transportation and manufacturing  industries for use in such areas as automotive
and building materials integrated photovoltaics.

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         2. Engagement of Services.  The Company hereby engages Consultant as an
independent  contractor to provide consulting and advisory services as set forth
herein.  All such  consulting and services shall be performed in accordance with
the  terms and  conditions  contained  herein.  Consultant  shall  report to the
Chairman  of the  Scientific  Advisory  Board,  or in  his  absence,  the  Chief
Executive  Officer of the Company.  Consultant hereby accepts such engagement in
accordance with such terms and conditions.

         3. Services of Consultant.  Consultant  shall, in its sole  discretion,
provide  consultancy and advisory  services as a member of the XsunX  Scientific
Advisory  Board  under  the title of  Scientific  Advisor.  Notwithstanding  the
foregoing title  Consultant shall remain an independent  contractor.  Consultant
shall provide such services  incident  thereto as may be necessary  from time to
time which  services shall include,  without  limitation,  providing the Company
with his best  efforts and  technical  expertise  in advising the Company in the
areas of research &  development,  process  development,  planning,  third party
technical and resource requirements,  analysis of research and development data,
and the management of developing  intellectual assets pertaining to the Business
of XsunX and the XsunX Field of Use.  Consultant  is not a corporate  officer or
director of XsunX and will not be represented as such.

         3.1.  Consultant  shall provide such other  related  services as may be
requested  of  Consultant  by the Company and as are not  inconsistent  with the
provisions of this  Agreement.  Consultant  agrees to devote  Consultant's  best
efforts,  skills, and technical  expertise to the business of the Company, to do
Consultant's  utmost to further enhance and develop the interests and welfare of
the Company,  and to devote  necessary time and attention to the business of the
Company, while recognizing Consultant's duties to HNEI.

         3.2.  Consultant  shall  truthfully and accurately  make,  maintain and
preserve  all  records  and reports  that the  Company  may,  from time to time,
request or require, and shall fully account for all money,  records,  equipment,
materials or other  property  belonging to the Company of which  Consultant  may
have custody and shall pay over and deliver same  promptly  whenever and however
Consultant may be directed to do so.

         3.3.  Consultant  shall  make  available  to the  Company  any  and all
information of which  Consultant has knowledge that is relevant to the Company's
business,  but is  not  otherwise  prohibited  from  disclosing,  and  make  all
suggestions and recommendations  which Consultant believes will be of benefit to
the Company.

         3.4.  Consultant  shall,  at his own cost,  prepare for and attend such
meetings as may be reasonably requested by the Company, provided,  however, that
the Company shall pay for the  reasonable  travel and lodging costs  incurred by
Consultant  in regard to the  foregoing.  The  Company  may request at least one
meeting per calendar  quarter for the purpose of discussion  of the  development
matters referenced hereinabove, and the conformance or variance of the foregoing
to or with the Business of XsunX.

         4. Duty to HNEI.  The parties  recognize  that  Consultant is and shall
remain employed by HNEI and that as an employee of HNEI, Consultant shall devote


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<PAGE>

time and effort to the business of HNEI.  Notwithstanding  the same,  Consultant
shall conform  Consultants'  conduct to the fiduciary duties of  confidentiality
and loyalty owed to the Company.  In that  regard,  Consultant  shall inform the
Company at the earliest  opportunity  at such time as Consultant  may perceive a
potential  conflict of interest with regard to  Consultant's  duties to HNEI and
Consultant's  duties to the Company.  Consultant shall not make any unauthorized
disclosure of the  confidential  information of HNEI to the Company.  Consultant
shall not make any unauthorized  disclosure of the  confidential  information of
the  Company  to HNEI  (or  any  other  party  not  permitted  to  receive  such
information).

     5. Compensation.  For and in consideration of the performance by Consultant
of the services,  terms, conditions,  covenants and promises herein recited, the
Company  agrees and promises to pay to Consultant at the times and in the manner
herein stated and as set forth below:

         5.1. As the principal  consideration of the services to be performed by
Consultant hereunder during the term of this Agreement, Consultant shall receive
from the Company a grant of a Consultancy and Advisory  Warrant for the purchase
of up to Two Hundred and Fifty Thousand  (250,000) shares of common voting stock
of the Company. Such warrant will vest in accordance with the vesting provisions
set for within an appropriate warrant agreement ("Warrant  Instrument").  Except
as  otherwise  set  forth  herein,   the  warrant  shall   constitute  the  sole
compensation of Consultant hereunder.  Such compensation may sometimes be herein
referred to as Consultant's "Base Compensation".

          5.2. The Company shall reimburse  Consultant,  from time to time, upon
Consultant's  submission of expense account and supporting documents as required
by the  Internal  Revenue  Service,  for  all  reasonable  out of  town  travel,
entertainment,  and other ordinary,  reasonable and necessary  business expenses
incurred by Consultant as part of and in connection with the direct  performance
of duties specified herein.

          6.      Relationship of the Parties

          6.1 Legal Status. Consultant shall be an independent contractor of the
Company in accordance  with the  provisions  of Sections  2750.5 and 3353 of the
California Labor Code, or any other  corresponding  provision of the Colorado or
Hawaii Revised Statutes, and not an employee, agent, or partner. It is expressly
declared  that  such  independent  contractor  status  is  bona  fide  and not a
subterfuge  to avoid  employee  status.  This  Agreement  shall  not  create  an
employer-employee  relationship and shall not constitute a hiring of such nature
by either party.

          6.2. Items Furnished to Consultant. Unless expressly agreed in writing
otherwise by the parties,  the Company shall not provide any telephone equipment
or  services,  office  equipment,  stationery,  secretarial  or  office  support
services or other items or services  for the benefit of  Consultant.  Consultant
shall,  at its own  expense,  provide and make  arrangement  for all  equipment,
stationery, secretarial and office support services.


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          6.3.  Consent of Company.  Consultant shall have no right or authority
at any time to make any  contract or binding  promise of any nature on behalf of
the Company,  whether oral or written, without the express prior written consent
of the Company.

          6.4.  Manner of  Performing  Services.  Consultant  shall  retain  all
discretion  and  judgment in regard to the manner and means of carrying  out its
duties hereunder subject,  however,  to the reasonable  requests of the Company.
Consultant  shall have the right to control and  discretion  as to the manner of
performance of its services hereunder in that the result of the work and not the
means by which it is  accomplished  shall be the  primary  factor  for which the
parties have bargained  hereunder in accordance with Sections 2750.5 and 3353 of
the  California  Labor Code or any  corresponding  provision  in the Colorado or
Hawaii Revised  Statutes.  Consultant's  obligations for performance of services
hereunder  shall be limited to the completion of the  consultation  and services
described  above in accordance with the Business of XsunX and the XsunX Field of
Use. Consultant shall have no obligation to work any particular hours or days or
any  particular  number of hours or days.  The  Company  shall  have no right to
control or direct the details,  manner or means by which Consultant accomplishes
the results of the services performed hereunder.

          6.5.  Payment of Taxes.  Consultant  shall be responsible  for and pay
Consultant's own  self-employment  taxes,  estimated tax  liabilities,  business
equipment or personal  property  taxes and other  similar  obligations,  whether
federal,  state or local.  The Company shall not pay or withhold any FICA,  SDI,
federal  or state  income  tax or  unemployment  insurance  or tax or any  other
amounts  because  the  relationship  of  the  parties  hereto  is  not  that  of
employer-employee,  but  that of  independent  contractor.  Consultant  shall be
solely responsible for the payment of all taxes,  withholdings and other amounts
due in regard to Consultant's own employees.

     6.6. Employees of Consultant. Consultant may subcontract with and/or employ
such parties upon such terms and conditions as it may deem proper or necessary.

          7.      Warranties and Indemnification

          7.1. Warranties.  Consultant warrants and represents that the services
of  Consultant's   subcontractors  or  employees  shall  be  performed  in  full
compliance  with the terms  and  conditions  of this  Agreement,  and,  that all
services performed  hereunder shall be performed in accordance with all federal,
state and local laws, rules or regulations.

          7.2. Indemnification by Consultant. Consultant shall indemnify, defend
and hold the Company and the property of the Company, free and harmless from any
and all claims,  losses,  damages,  injuries,  and  liabilities,  including  the
Company's  reasonable  attorney  fees and costs (the  Company may choose its own
counsel when defended hereunder),  arising from or in any way connected with the
performance  of services  under this  Agreement  or any other act or omission by
Consultant, its agents, subcontractors, or employees.

          7.3.  Indemnification  by the Company.  The Company  shall  indemnify,
defend and hold  Consultant  and the property of  Consultant,  free and harmless
from any and all claims, losses, damages,  injuries, and liabilities,  including


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<PAGE>

Consultant's  reasonable  attorney  fees and costs,  arising  from or in any way
connected with any act or omission on the part of the Company,  its  constituent
partners, agents, subcontractors, or employees.

         8. Term.  Consultant's  engagement  pursuant to this Agreement shall be
for a period  of two (2) years and  shall  commence  upon the date of  execution
hereof (the  "Commencement  Date") and shall  continue to and including  January
19th, 2007 (the "Termination Date") unless earlier terminated in accordance with
the provisions of Paragraph 8 of this Agreement;  provided further that the term
of this Agreement may be extended by the mutual agreement of the parties hereto.

         9. Termination.  Notwithstanding  any other provision of this Agreement
to the  contrary,  either party may  terminate  this  Agreement at any time upon
ninety (90) days prior written  notice to the other.  This Agreement may also be
terminated  by the Company,  at its option,  at any time during the term of this
Agreement  without  notice,  for good  cause.  Termination  for good cause shall
include, but not be limited to, any of the following:

     9.1.  The  commission  by  Consultant  of an  act of  fraud  or  other  act
materially evidencing bad faith or dishonesty;

     9.2. The  misappropriation  by Consultant of any funds or property or other
rights of the Company;

     9.3. The  suspension or removal or  termination  of Consultant by or at the
request or requirement of any governmental  authority having  jurisdiction  over
the Company;

     9.4. The breach by  Consultant of any material  terms of this  Agreement or
any other agreement between  Consultant on the one hand and the Company,  or any
affiliate of the Company, on the other hand, including,  but not limited to, the
Technology Agreement;

         9.5.     Upon the death of the Consultant.

         10. Confidentiality.  All information derived or provided to Consultant
under the terms and specific to the  performance  of this  Agreement,  including
lists and  databases,  and any part of such lists,  databases,  or  information,
pertaining to customers,  merchants,  salespersons,  financial records, computer
software programs, strategic plans, contracts, agreements,  literature, manuals,
brochures, books, records,  correspondence,  computer programs, software, source
codes, computations,  data files, algorithms,  techniques,  processes,  designs,
specifications,  drawings,  charts, plans, schematics,  computer disks, magnetic
tapes, books,  files,  records,  reports,  documents,  Instruments,  agreements,
contracts,  correspondence,  letters, memoranda,  financial,  accounting, sales,
purchase  and  consultant  data,   capital  structure   information,   corporate
organizational   information,   identities,   names  and  address  of,  and  any
information  pertaining  to,  shareholders,  directors,  officers,  consultants,
contractors,  vendors,  suppliers,  customers,  clients, lenders,  financing and
business participants,  and all persons associated with the Company, information
pertaining to business  models,  business  plans,  projections,  assumptions and


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<PAGE>

analyses,  particular  projects,  and all other data and information and similar
items relating to the business of the Company and all other data and information
and similar items relating to the Company of whatever kind or nature and whether
or not prepared or compiled by the Company and all other materials  furnished or
made  available  to  Consultant  by the  Company  or any of its  affiliates  (as
hereinafter   defined)  relating  to  the  business  conducted  by  the  Company
("Confidential  Information"),  is and are proprietary and  confidential and are
and shall  remain the sole  property of the  Company.  Affiliate as used in this
section  shall mean the  Company,  any entity in which  Company  owns a majority
ownership  (directly  or  indirectly),  or any  entity  which  owns  a  majority
ownership of Company (directly or indirectly).  Consultant acknowledges that the
Confidential   Information  derives   independent   economic  value,  actual  or
potential,  from not being generally known to the public or to other persons who
can  obtain   economic   value  from  its   disclosure  or  use  and  that  this
confidentiality  provision  constitutes  efforts that are  reasonable  under the
circumstances to maintain the secrecy thereof.  Consultant further  acknowledges
that  the  Confidential   Information  constitutes  trade  secrets  pursuant  to
California Civil Code ss.3426.1.  Consultant shall not,  directly or indirectly,
at any time during or after  termination of consultant  use or reveal,  divulge,
disclose, disseminate,  distribute, license, sell, transfer, assign or otherwise
make known, directly or indirectly,  the Confidential  Information to any person
or entity not expressly  authorized by the Company to receive such  Confidential
Information.

         10.1  Consultant   shall  exercise  the  highest  degree  of  care  and
discretion  in  accordance  with the duty of  Consultant  hereunder  to  prevent
improper use or disclosure of the  Confidential  Information and will retain all
such Confidential  Information in trust in a fiduciary capacity unless: (i) such
use or  disclosure  has been  authorized  in writing by the  Company  through an
officer or  director,  or (ii) is  required to be  disclosed  by law, a court of
competent  jurisdiction  or  a  governmental  or  regulatory  agency.   Further,
Consultant  shall return and deliver all such  materials,  including all copies,
remnants,  or  derivatives  thereof  to the  Company  upon  the  termination  of
consultant with the Company or at any other time upon request by the Company.

         11.   Patents  and   Inventions.   Any  interest  in  patents,   patent
applications,  inventions,  technological innovations, copyrights, copyrightable
works,  developments,  discoveries,  designs, and processes ("Inventions") which
Consultant  hereafter  during the period  Consultant  is retained by the Company
under this  Agreement or otherwise and for three (3) years  thereafter  may own,
conceive of, or develop shall belong to the Company to the extent that the same:
(1) relate at the time of  conception  or reduction to practice of the invention
to the Company's  business,  or actual or demonstrably  anticipated  research or
development of the Company; (2) result from any work performed by Consultant for
the  Company;  or (3) have  otherwise  been  developed by  Consultant  using the
Company's equipment,  supplies, facilities, or trade secret information. As soon
as Consultant  owns,  conceives of, or develops any such  Invention,  Consultant
agrees  immediately to communicate  such fact in writing to the Secretary of the
Company,  and  without  further  compensation,  but  at the  Company's  expense,
immediately  upon  request of the  Company,  Consultant  shall  execute all such
assignments and other documents (including applications for patents, copyrights,
trademarks, and assignments thereof) and perform any and all acts as the Company
may  reasonably  request in order (a) to vest in the  Company  all  Consultant's
right,  title, and interest in and to such Inventions,  free and clear of liens,


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mortgages,  security interests,  pledges, charges, and encumbrances arising from
the acts of  Consultant  and (b),  if  patentable  or  copyrightable,  to obtain
patents or copyrights  (including  extensions and renewals) therefore in any and
all countries in such name as the Company shall determine.  Notwithstanding  the
foregoing, pursuant to Section 2872 of the California Labor Code, this Agreement
shall not apply to any Invention  which  qualifies fully under the provisions of
Section 2870 of the California Labor Code. Consultant  acknowledges receipt of a
copy of 2870 of the California Labor Code.

         11.1 Derivative  Works. All derivative  works of the parties  resulting
from research or work funded by, or  Confidential  Information  provided by, the
Company associated with any subsequent  research by any party,  development,  or
combination of technologies of the parties after the  Commencement  Date,  which
are useful or specific to the XsunX Field of Use or the Business of XsunX, shall
become the property of the Company.

     12.  Assignment.  The  obligations  of Consultant  under this Agreement are
unique and may not be assigned.

         13.  Securities  Compliance.  No Offer or Sale.  This  Agreement is not
intended  to be an  offer  for  the  sale or  issuance  of  securities,  whether
pertaining  to stock,  options,  or  otherwise,  unless the same is exempt  from
registration and qualification pursuant to an applicable exemption. The issuance
of stock and  warrants is  expressly  subject to  compliance  with all state and
federal securities laws, rules and regulations by the parties. While the Company
does not  consider  this  Agreement  itself to be a  securities  or offer of any
securities,  whether pertaining to stock,  warrants, or otherwise,  in the event
that this  letter is  construed  to be an offer,  the  parties  acknowledge  the


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following  disclosure  in  accordance  with Section  25102(a) of the  California
Corporations Code:

                  The  sale of the  securities  which  are the  subject  of this
                  agreement  has not been  qualified  with the  Commissioner  of
                  Corporation  of the State of  California  and the  issuance of
                  such  securities  or the payment or receipt of any part of the
                  consideration   therefore  prior  to  such   qualification  is
                  unlawful,  unless the sale of  securities  is exempt  from the
                  qualification  by  Section  25100,  25102,  or  25105  of  the
                  California  Corporations  Code.  The rights of all  parties to
                  this   agreement   are   expressly    conditions   upon   such
                  qualification being obtained unless the sale is so exempt.

         13.1 General Securities Compliance.  Notwithstanding anything contained
in this  Agreement  to the  contrary,  this  Agreement,  and the stock  warrants
discussed  herein,  shall  be,  and  are,  expressly  subject  to  all  SEC  and
securities,  laws, rules, regulations and reporting and disclosure requirements,
to the extent  applicable  to the  Company as a reporting  company,  the shares,
and\or any party hereto,  including,  but not limited to, shareholder voting and
proxy solicitation rules. All issuances, sales, transfers, or other dispositions
of  shares  of the  Company  shall be made in  compliance  with  all  applicable
securities  laws,  rules  and  regulations,  and  pursuant  to  registration  of
securities  under the  Securities Act of 1933 ("Act") (and  qualification  under
General  Corporation  Law  of  California)  or  pursuant  to an  exemption  from
registration under the Act (and qualification  under General  Corporation Law of
California).  Notwithstanding  the foregoing,  nothing in this  Agreement  shall
obligate the Company to seek registration or qualification of any of its shares,
and, to the extent that any  obligation  hereunder  cannot be performed  without
registration or  qualification  of any of its shares,  such obligation  shall be
excused on the part of the Company to the extent that the Company provides other
adequate consideration therefore.

         14. Rule 144.  Consultant  acknowledges  that the shares of the Company
may be  subject to the  restrictions  on  transfer  set forth in Rule 144 of the
Rules  promulgated under the Act. Any and all offers,  sales,  transfer or other
dispositions of shares of the Company shall be made only in compliance with Rule
144. Consultant agrees to comply with all policies and procedures established by
the Company with regard to Rule 144 matters.  Consultant  acknowledges  that the
Company or its attorneys or transfer  agent may require a restrictive  legend on
the  certificate  or  certificates  representing  the  shares  pursuant  to  the
restrictions on transfer of the shares imposed by Rule 144.

     15.  Amendments.  This Agreement may be amended only in writing executed by
Consultant and Company and approved in writing by the majority vote of the Board
of Directors of the Company.

     16.  Effect  of  Headings.  The  subject  headings  of the  paragraphs  and
subparagraphs  of this Agreement are included for purposes of convenience  only,
and  shall  not  affect  the  construction  or  interpretation  of  any  of  its
provisions.

         17. Parties in Interest. Nothing in this Agreement,  whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the  obligation or liability of any third persons to any party to this
Contract, nor shall any provision give any third person any right of subrogation
or action over against any party to this Agreement.

         18.  Recovery  of  Litigation   Costs.  If  any  legal  action  or  any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or   because   of  an   alleged   dispute,   breach,   default   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the successful or prevailing party or parties shall be entitled to recover as an
element of their damages, reasonable attorneys' fees and other costs incurred in
that action or proceeding,  in addition to any other relief to which they may be
entitled.

     19. Gender;  Number.  Whenever the context of this Contract  requires,  the
masculine gender includes the feminine or neuter gender, and the singular number
includes the plural.


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     20. Time of Essence.  Time shall be of the essence in all things pertaining
to the performance of this Agreement unless waived in writing by the undersigned
parties.

         21. Authority. The parties to this Agreement warrant and represent that
they have the power and  authority  to enter into this  Agreement  in the names,
titles and capacitates  herein stated and on behalf of any entities,  persons or
firms represented or purported to be represented by each respective party.

         22. Waiver. A Waiver by either party of any of the terms and conditions
of this  Agreement in any instance  shall not be deemed or construed to a waiver
of such terms of condition for the future,  or of any subsequent breach thereof,
or of any other term and condition of this  Agreement.  All waivers must be made
in writing executed by the waiving party.

         23. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the parties  respecting  the subject  matter  hereof,  and there are no
representations,  warranties,  agreements  or  commitments  between  the parties
hereto  except as set forth  herein;  provided  that the terms of any  Option or
Award may be set forth in a Grant Instrument, which shall be read in conjunction
with this Agreement. This Agreement shall control over any and all provisions or
guidelines  contained in any Consultant  Manual,  Consultant  Handbook,  Company
Policy Manual or other similar document.  Consultant expressly acknowledges that
no  Consultant  Manual,  Consultant  Handbook,  Company  Policy  Manual or other
similar  document  is or  shall  become  a  contract  between  the  Company  and
Consultant.

         24.  Notices.  Any  notice,  request,  demand  or  other  communication
permitted  to be given  hereunder  shall be in writing and shall be deemed to be
duly given when personally  delivered to an Consultant officer of the Company or
to Consultant,  as the case may be, or when deposited in the United States mail,
by certified or registered mail, return receipt requested,  postage prepaid,  at
the respective addresses of the Company and Consultant as shown on the signature
page hereto.  Either party may change by notice the address to which notices are
to be sent.

     25. Severability. If any provision of this Agreement shall, for any reason,
be held  unenforceable,  such provision shall be severed from the contract.  The
invalidity  of  such  specific   provision,   however,   shall  not  affect  the
enforceability of any other provision herein, and the remaining  provision shall
remain in full force and effect.

         26.  Choice of Law and Venue.  This  Agreement  shall,  to the  fullest
extent allowed by law, be construed, interpreted and enforced in accordance with
the laws of the State of Colorado,  without regard to or application of conflict
of law rules, and the venue in regard to any disputes  arising  hereunder shall,
to the fullest extent allowed by law, be in Orange County, California.


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         27.  Press  Releases.  Any  press  release,   company  disclosures  and
advertisement made by the Company relating to Consultant shall be subject to the
approval of Consultant prior to public release. Consultant will not unreasonably
withhold  such  approval  and agrees to respond to such  requests  for  approval
within two (2) business days.


IN WITNESS  WHEREOF,  this  Agreement is made  effective by  Consultant  and the
Company on the date set first forth above.


COMPANY:                                 CONSULTANT:

Xsunx, Inc.,                             Dr. Richard E. Rocheleau
a Colorado corporation


By:_________________________             By: ____________________________
Tom M. Djokovich, as CEO                 Dr. Richard E. Rocheleau, as Consultant











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