EXHIBIT 10.1

THE INTEREST IN THE SECURITIES  CONTEMPLATED IN THIS EXPANDED  AGREEMENT WILL BE
ACQUIRED,  IF AT ALL, FOR  INVESTMENT  AND NOT WITH A VIEW TO, OR IN  CONNECTION
WITH,  THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR  DISPOSITION  MAY BE
AFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER  THAT SUCH  REGISTRATION  IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                         EXPANDED USE LICENSE AGREEMENT


     THIS  EXPANDED  USE  LICENSE  AGREEMENT  ("Expanded   Agreement")  is  made
effective as of 12th day of October, 2005 by and between XsunX, Inc., a Colorado
Corporation ("XsunX"),  and MVSystems,  Inc., a Colorado Corporation ("MVS") and
Arun Madan, an individual ("Dr. Madan"). XsunX, MVS, and Dr. Madan are sometimes
herein referred to individually as a "party" and collectively as the "parties."

                                 R E C I T A L S

         A. WHEREAS,  MVS, Dr. Madan and XsunX have previously entered into that
certain  Technology  Sharing  and License  Agreement  dated  September  17, 2004
("Technology  Sharing  and  License  Agreement"),  for  the  purposes  described
therein,  and the  parties  now wish to expand  and  define the scope and use of
technology  to include  the  development  of opaque  solar cell  structures  and
manufacturing methods; and

         B. WHEREAS,  MVS and Dr. Madan desire to expand and/or  further  define
the use of licensed  technology,  know-how,  and patents to XsunX for use in the
development of opaque photovoltaic technologies and manufacturing methods; and

         C. WHEREAS, the parties  desire to enter into this  Expanded  Agreement
for the development and  commercialization of opaque photovoltaic  technologies;
and

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:


        1.    DEFINITIONS

1.1.  "Act" means the  Securities  Act of 1933  promulgated by the United States
Securities and Exchange Commission.

1.2. "Expanded  Agreement" means this Expanded Use License Agreement,  including
the schedules and exhibits attached hereto,  which are incorporated by reference
herein.


                                       1
<PAGE>

1.3.  "Commercial,"  "Commercialize,"  or  "Commercialization  of the 4 Terminal
Patent"  means  the  development  of  process  related  thereto  to the point of
obtaining  a  marketable  product  consisting  of the core solar cell  structure
design  and  the  manufacturing   techniques   deliverable  in  the  form  of  a
commercially  scalable   manufacturing   process,  and  the  actual  realization
thereupon of Ten Million Dollars ($10,000,000)  cumulative revenue for the sales
and licensure of such technologies and  manufacturing  process by five (5) years
from the effective date of completion of such development.

1.4.  "Derivative  Works"  mean  works of the  parties,  including  products  or
processes, 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 XsunX Expanded  Field of Use or the Expanded  Business
of XsunX or which may otherwise  become  subject to the terms of the  provisions
set forth in this  Expanded  Agreement  or those of the  Technology  Sharing and
License Agreement.

1.5.  "Expanded Use License" means that certain license set forth in Section 2.1
of this Expanded Agreement.

1.6.  "Expanded  Use License  Stock  Warrant"  means that certain  stock warrant
contemplated at Section 4 of this Expanded Agreement.

1.7.  "Expanded  Use License  Stock  Warrant  Shares" mean those shares of XsunX
obtained upon the exercise of the License Stock Warrant, as set forth at Section
4 of this Expanded Agreement.

1.8.  "XsunX  Expanded Field of Use" The XsunX Expanded Field of Use pertains to
the business of developing and commercializing semi-transparent and opaque solar
cells  and  photovoltaic  technologies,   solar  cell  panels,  and  methods  of
manufacture.

1.9.  "Expanded  Business  of XsunX"  XsunX is in the  business  of  developing,
manufacturing,  and  marketing  semi-transparent  and  opaque  solar  cells  and
photovoltaic technologies, solar cell panels, and methods of manufacture.

1.10.  "Joint  Licensing  and  Equipment  Revenue  Fees" means the fixed  costs,
percentages,  mark-ups,  and/or revenue sharing  specifications  as set forth in
this Expanded Agreement.

1.11. "Opaque Solar Cell Development" means the development of opaque solar cell
structures and manufacturing  methods employing the techniques  proposed within,
but not limited to, U.S. Provisional Patent Application serial number 60/536,151
- three terminal and four terminal solar cells, solar cell panels, and method of
manufacture,  and  other  technology,  as set fort  therein,  a copy of which is
attached  hereto  as  Exhibit  "H" and  incorporated  herein,  the ("4  Terminal
Patent").  The completed development and refinement of the 4 Terminal Patent, or
any derivative works there from, and any other acquired or licensed technologies
are intended to produced  commercially  marketable  products  and  manufacturing
processes of opaque solar cell devices. The development of the 4 Terminal Patent


                                       2
<PAGE>

will  exclude the use of  Copper-Indium-Gallium-Selenium  ("CIGS")  materials in
solar cell structures so long as it pertains to services provided by MVS and the
use of the MVS  reel-to-reel  cassette  manufacturing  system  by  XsunX  in the
Expanded Business of XsunX.

1.12.  "Technology  Sharing and License Agreement" means that certain Technology
Sharing and License Agreement dated September 17, 2004, entered into by MVS, Dr.
Madan and XsunX.

1.13.  All other terms used herein which are not otherwise  defined herein shall
have the meaning set forth in the Technology Sharing and License Agreement.


        2.   LICENSE PROVISIONS

2.1. Grant of Expanded Use License.  Subject to the terms and conditions of this
Expanded  Agreement,  and subject to the terms and  conditions of the Technology
Sharing and License Agreement,  and in exchange for the considerations set forth
herein, MVS and Dr. Madan, jointly and severally,  hereby grant to XsunX for the
term of this Expanded  Agreement,  and XsunX accepts, an expanded use license of
and to the Licensed  Patents and  Technology,  with the right to sublicense,  to
import,  make,  have made,  use, sell,  offer for sale, have sold, and otherwise
commercially  exploit the Licensed  subject  matter of the Licensed  Patents and
Technology  within the XsunX  Expanded Field of Use,  provided  however that Dr.
Madan  and MVS  retain  the right to use the  Licensed  Patents  and  Technology
themselves  and to lend or transfer them to a university or non-profit  research
organization,  and to  commercially  license  or  transfer  the use of US Patent
6,488,777 B2, and US Patent 6,258,408 B1- Semiconductor vacuum deposition system
and method having a reel-to reel substrate cassette,  the ("Cassette Patent") so
long as such use or transfer of any of the above does not defeat or diminish the
economic benefit and commercial  ability of such Licensed Patents and Technology
that may be derived  by XsunX  within  the XsunX  Field of Use and the  Expanded
Business of XsunX.

2.2.  Retained  Rights.  Notwithstanding  the grant of the  Expanded Use License
herein,  and  pursuant to the  provisions  of this  Expanded  Agreement  and the
Technology  Sharing and License  Agreement,  MVS and Dr.  Madan shall retain the
right  to use  the  Licensed  Patents  and  technology  in the  Business  of MVS
including the right to manufacture its machines and the reel-to reel technology,
provided  such use  does  not  defeat  or  diminish  the  economic  benefit  and
commercial  ability  of the  technology  transfer  that may be  derived by XsunX
within the Xsunx  Expanded Field of Use and the Expanded  Business of XsunX.  In
addition XsunX is not licensed to provide this technology to any third party for
uses outside of the Expanded Business of XsunX.


                                       3
<PAGE>

2.3. Expiration of Expanded Use License. The Expanded Use License granted herein
shall,   subject  to  expiration   as  set  forth   herein,   be  perpetual  and
self-renewing.  Notwithstanding the foregoing,  in the event that XsunX fails to
Commercialize  the 4 Terminal  Patent  within five (5) years from the  effective
date of completion of the development of the 4 Terminal Patent, the Expanded Use
License  granted  above shall expire as to that  technology or part thereof that
was not Commercialized.

2.4. Intent and Scope of Expanded Use License.  The Expanded Use License granted
herein is intended to eliminate the five percent (5%)  transmisivity  limitation
as  specified  within the  Technology  Sharing and License  Agreement  effective
September 17, 2004 between the parties, and to allow the use of all technologies
licensed,  including  any  derivative  works there from, to be utilized by XsunX
within the XsunX  Expanded  Field of Use and in the  development of the Expanded
Business of XsunX as defined herein.

2.5.  Derivative  Works.  All  Derivative  Works of the parties  resulting  from
research or work  funded by, or  Confidential  Information  provided  by,  XsunX
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  Expanded  Field of Use or the  Expanded
Business of XsunX,  shall become the property of XsunX,  subject to the terms of
separate joint licensing  agreements between the parties intended to provide MVS
use of such  technology in  applications  not in direct or indirect  competition
with or adverse to XsunX in light of the XsunX Expanded Field of Use.


        3.      JOINT LICENSING AND EQUIPMENT REVENUE FEES

3.1.  Obligations  of MVS.  MVS and Dr.  Madan  shall,  subject to the  specific
provisions  of any  development  proposal  then  approved by XsunX,  MVS and Dr.
Madan,  and  subject  to the  confidentiality  provisions  set forth  within the
Technology Sharing and License Agreement, share the technology referenced herein
and  therein  with  XsunX  and  provide  research,  development,   consultation,
materials, tools, instruments, and facility Services for the benefit of XsunX at
Cost for the development of technologies  pertinent to the Expanded  Business of
XsunX  and for  performance  under  this  Expanded  Agreement.  Approval  of any
development proposal shall not be unreasonably withheld by MVS and Dr. Madan.

3.2.  Joint  Licensing  and  Equipment  Revenue  Fees.  The parties agree to the
provisioning of fixed costs and the sharing of revenues to and from the sale and
licensure of equipment and technology  resulting from the  commercialization  of
the  Licensed  Patents and  Technology  under this  Expanded Use License and the
Technology Sharing and License Agreement as follows:

     3.2.1.  Opaque Solar Cell  Technology  License  Revenue  Sharing.  Upon the
successful  completion of the  development  of the 4 Terminal  Patent,  which is
intended to produce  commercially  marketable  opaque solar cell  structures and
manufacturing  methods,  XsunX shall begin  licensing  efforts of the  developed
opaque  technologies.  If  after  twelve  (12)  months  from  the  date of first


                                       4
<PAGE>

licensure  to a third  party in a bona fide  arms-length  commercial  setting or
relationship,  the common  stock of XsunX (the "Quoted  Stock"),  as quoted on a
nationally  recognized  quotation  system  such as the NASDAQ:  OTCBB  quotation
system,  has not been  quoted at a price of at least Four  Dollars  ($4.00)  per
share over a five (5) day trading period at any time during the preceding twelve
(12) months then MVS shall be entitled to a twenty  percent (20%) net of the net
proceeds  associated with the licensing revenues generated from the licensure of
the developed opaque technologies until such time that the Quoted Stock achieves
a Four Dollar  ($4.00) per share  quoted  price over a five day trading  period.
Thereafter MVS shall not be entitled to proceeds  associated  with the licensing
revenues.

     3.2.2.  General  Equipment  and  Processing  Systems  Manufacture,   Sales,
Licensure,  and Services. XsunX and MVS shall each share a joint license for the
sale and/or licensure of equipment and manufacturing  systems,  (the "Machines")
associated  with the  delivery  of  technologies  and  processes  related to the
patents and products derived from the  commercialization  of technologies  under
this Expanded Use License and the Technology  Sharing and License  Agreement and
shall each be entitled to the benefits of costs and revenue sharing as follows:

        a)     In the event that XsunX completes a sale or licensure of Machines
               or services,  and places an order with MVS for the manufacture of
               said  Machines or the  delivery  of  services  such as design and
               consultation  related to the  manufacture  of Machines  and their
               delivery and  incorporation  into a manufacturing  line or system
               incorporating  the  services  and/or  equipment  of  third  party
               technologies,  MVS shall be entitled to fees equaling  Costs plus
               Ten  Percent  (10%).  MVS shall  continue to be entitled to Costs
               plus 10% for any additional  Machine or service orders related to
               the  addition  to,  expansion  of, or new orders  from or for the
               benefit of previous or existing  customers and marketing contacts
               generated by XsunX.

        b)     Under the Phase 3 and 4  development  programs  the parties  have
               planned to build a first run  production  Machine for the purpose
               of proofing and  demonstrating  the technology,  and selling this
               first  Machine.  The  parties  agree to a 50/50  split of the net
               proceeds of the sale of this Machine  excluding  production Costs
               and reasonable marketing expenses.

        c)     In the event that MVS licenses,  subject to XsunX  approval,  the
               design  criteria for the  manufacture  of Machines to third party
               manufacturers  then MVS shall be  entitled  to charge up to a ten
               percent (10%) royalty for such licensure on the wholesale cost of
               the Machines as determined by such third parties manufacturers or
               as  determined  in good  faith  between  MVS and the third  party
               manufacturer.  MVS shall provide XsunX with twenty  percent (20%)
               of any fees  collected  under any such third party  manufacturing
               agreements.  XsunX shall not unreasonably  withhold any approvals
               necessary  for the above  licensing to occur and will be entitled


                                       5
<PAGE>

               to review such  licensing  agreements to ensure that the Expanded
               Business  of XsunX will not be diluted or  diminished  subject to
               MVS licensure of technology and Machine design.

        d)     If XsunX refers a potential client to MVS for services other than
               those  related to the  technology  sharing and  commercialization
               efforts of the licensed  patents and technology  then XsunX shall
               be entitled to a royalty fee of three percent (3%) net of the net
               proceeds of the recognized revenue resulting from such referral.


        4.     WARRANT FOR PURCHASE OF SHARES

4.1.  Expanded Use License Stock Warrant.  As consideration for the grant of the
Expanded Use License,  XsunX shall,  grant MVS a warrant  ("Expanded Use License
Stock  Warrant") for the purchase of up to Seven Million  (7,000,000)  shares of
common stock of XsunX (the  "Expanded Use License Stock  Warrant  Shares").  The
Expanded  Use  License  Stock  Warrant  shall be in the form of that  Warrant to
Purchase Common Stock of XsunX, Inc.  instrument  attached hereto as Exhibit "I"
and  incorporated  herein by this  reference.  The  Expanded  Use License  Stock
Warrant shall have a five (5) year  exercise term and be subject to  conditional
vesting in accordance with the following provisions:

     4.1.1.  The Expanded Use License Stock Warrant shall become  exercisable in
the  amount  of  1,000,000  shares  upon  the  effective  date of this  Expanded
Agreement.

     4.1.2.  The Expanded Use License Stock Warrant shall become  exercisable in
the amount of 1,000,000 shares upon the satisfactory completion of Phase 4 under
the MVS  phase  4  development  proposal  attached  hereto  as  Exhibit  "J" and
incorporated herein by this reference.

     4.1.3.  The Expanded Use License Stock Warrant shall become  exercisable in
the  amount  of  5,000,000  shares  upon the date of  first  licensure  of the 4
Terminal Patent, as defined within this Expanded Agreement,  to a third party in
a bona fide arms-length commercial setting or relationship.

        5.    CONFIDENTIAL INFORMATION


5.1. Use in Products. Notwithstanding anything contained herein to the contrary,
XsunX may incorporate  technology and principles  derived from or related to the
Licensed Patents and Technology, including the technology and principles derived
from or  related  to the  Expanded  Use  License,  in its  commercial  and other
products,  within the XsunX  Expanded  Field of Use and the  development  of the
Expanded  Business of XsunX and the same shall not be deemed a violation of this
Expanded   Agreement  the  Technology  Sharing  and  License  Agreement  or  the
confidentiality provisions contained therein.


                                       6
<PAGE>

        6.     SECURTIES COMPLIANCE

6.1. No Offer or Sale.  This  Expanded  Agreement is not intended to be an offer
for the sale or issuance of securities,  whether  pertaining to stock,  options,
warrants,  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 XsunX does not
consider  this  Expanded  Agreement  itself to be a  securities  or offer of any
securities,  whether pertaining to stock, options, warrants or otherwise, in the
event that this letter is construed to be an offer, the parties  acknowledge the
following  disclosure  in  accordance  with Section  25102(a) of the  California
Corporations Code:

                  The  sale of the  securities  which  are the  subject  of this
                  expanded   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 expanded  agreement  are expressly  conditions
                  upon such  qualification  being obtained unless the sale is so
                  exempt.

6.2. General Securities Compliance.  Notwithstanding  anything contained in this
Expanded  Agreement to the  contrary,  this  Expanded  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 XsunX 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 XsunX 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  Expanded  Agreement  shall  obligate  XsunX 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 XsunX to
the extent that XsunX provides other adequate consideration therefore.

6.3. Rule 144. MVS and Dr. Madan each  acknowledge  that the shares of XsunX 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 XsunX shall be made only in compliance with Rule 144.
MVS and Dr. Madan shall each comply with all policies and procedures established
by the APC with regard to Rule 144 matters.  MVS and Dr. Madan each acknowledged
that XsunX or its attorneys or transfer  agent may require a restrictive  legend


                                       7
<PAGE>

on the  certificate  or  certificates  representing  the shares  pursuant to the
restrictions on transfer of the shares imposed by Rule 144.


        7.     MISCELLANEOUS.

7.1.  Parties in  Interest.  Nothing in this  Expanded  Agreement,  or any other
agreement or document (including, without limitation, the Technology Sharing and
License Agreement), whether express or implied, is intended to confer any rights
or remedies  under or by reason of this Expanded  Agreement on any persons other
than the  parties to it and their  respective  successors  and  assigns,  nor is
anything  in this  Expanded  Agreement  intended  to  relieve or  discharge  the
obligation or liability of any third party to this Expanded Agreement, nor shall
any  provision  give any third  person any right of  subrogation  or action over
against any party to this Expanded Agreement.

7.2.  Expenses.  Each of the  parties  hereto  shall,  subject  to the terms and
conditions of this Expanded  Agreement,  be responsible for and pay that party's
own expenses  incident to the  preparation  of this  Expanded  Agreement  and/or
incurred by any party in the  performance  and  consummation  of the transaction
contemplated hereby.

7.3. Survival.  All representations and warranties contained herein shall remain
in full force and effect,  regardless of any  investigation  made by a party and
shall survive the  completion  of an Offering and the  expiration of the term of
this Expanded Agreement.

7.4.  Entire  Agreement.  This  Expanded  Agreement,  along with the  Technology
Sharing and  License  Agreement,  including  all  exhibits  to such  agreements,
comprises the entire  agreement  between the parties and supersedes all prior or
contemporaneous  understandings  and agreements between the parties with respect
to the subject  matter  hereof.  This  Expanded  Agreement may not be amended or
modified  except  in a  writing  signed  by both  MVS and  XsunX  as to  matters
involving only MVS and XsunX and in a writing signed by both Dr. Madan and XsunX
as to matters involving only Dr. Madan and XsunX.

7.5.  Coordination.  This Expanded  Agreement is entered into pursuant to and in
light of the Technology Sharing Agreement,  and unless specifically addressed or
further  defined  herein,  it is the intent of the parties that the terms of the
Technology  Sharing and  License  Agreement  shall  control  over this  Expanded
Agreement. This Expanded Agreement is intended to constitute an amendment of the
Technology  Sharing and License Agreement as to the subject matter contained and
addressed herein. Notwithstanding anything contained herein or in the Technology
Sharing Agreement to the contrary, any breach of or under the Technology Sharing
and  License  Agreement  shall  constitute  a breach of and under this  Expanded
Agreement and any breach of or under this Expanded  Agreement shall constitute a
breach of and under the Technology Sharing and License Agreement.  The terms and


                                       8
<PAGE>

conditions of the  Technology  Sharing and License  Agreement  are  specifically
incorporated  herein  by this  reference  to the  extent  that  the  same do not
conflict  with the terms  and  conditions  of this  Expanded  Agreement  and the
Technology  Sharing and License Agreement is amended and modified to include the
matters addressed herein.

7.6. Notices. Any and all notices,  demands,  requests,  or other communications
required or  permitted  by this  Expanded  Agreement  or by law to be served on,
given to, or delivered  to any party hereto by any other party to this  Expanded
Agreement  shall be in  writing  and  shall be deemed  duly  served,  given,  or
delivered when  personally  received by the party or to an officer of the party,
or in lieu of such  personal  delivery,  when  received by United  States  mail,
first-class postage prepaid addressed to the parties hereto at such addresses as
may be provided by the parties hereto from time to time for such purposes.

7.7. Authorization.  The parties hereto represent and warrant that they are duly
authorized  to execute this  Expanded  Agreement on behalf of such party and the
persons  executing  this  Expanded  Agreement  represent  and warrant  that such
persons are duly  authorized by the entity that they are signing on behalf of to
execute and deliver this Expanded Agreement on behalf of such party.

7.8. Subject  Headings.  The subject headings of the paragraphs of this Expanded
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.

7.9.  Assignment.  This Expanded  Agreement is personal in nature and may not be
assigned by any party without the express  prior  written  consent of all of the
parties.  Upon the express prior  written  consent to assignment by all parties,
this Expanded  Agreement shall be binding upon and shall inure to the benefit of
the parties to it and their respective heirs, legal representatives, successors,
and assigns.

7.10. Attorneys' Fees and Costs. If any legal action or any arbitration or other
proceeding is brought by either party for the enforcement or  interpretation  of
this Expanded Agreement,  or because of an alleged dispute,  breach, default, or
misrepresentation  in  connection  with any of the  provisions  of this Expanded
Agreement,   or  because   of  an   alleged   dispute,   breach,   default,   or
misrepresentation  in  connection  with any of the  provisions  of this Expanded
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees and other costs incurred in that action or
proceeding,  in addition to any other relief to which it or they may be entitled
pursuant to such legal action.

7.11.  Further  Acts.  The parties  hereto shall  cooperate  with each other and
acknowledge, execute, deliver, and file such additional documents or instruments
and perform  such  further  acts as may be  reasonably  necessary  to affect the
purpose and intent of the Agreement,  including,  but not limited to, the making
of filings with the United States Patent and Trademark Office.

7.12. Severability. The provisions of this Expanded Agreement are severable and,
if any clause or provision shall be held invalid or unenforceable in whole or in
part, in any jurisdiction, then such invalidity or unenforceability shall effect
only such clause or provision,  or part thereof,  in such jurisdiction and shall
not in any manner effect such clause or  provisions  in any other  jurisdiction,
and in  respect  of the  jurisdictions  in which  such  clause or  provision  is


                                       9
<PAGE>

effected,  the parties  agree to  substitute  therefore  a provision  which most
closely  approximates  the  relative  rights  and  obligations  intended  by the
parties.

7.13.  Counterparts.  This Expanded Agreement may be signed in counterparts with
the same  effect as if the  signatories  hereto and  thereto  were upon the same
instrument.

7.14. Time of Essence. Time is of the essence of this Expanded Agreement.

7.15.  Governing Law. This Expanded  Agreement  shall be governed by the laws of
the State of Colorado, without reference to its choice-of-law or conflict of law
rules.

         THIS  EXPANDED  AGREEMENT  is made  effective  as of the date set forth
above.


                                     XSUNX:

                                     XsunX, Inc., a Colorado corporation




                                     By:  /s/ Tom M. Djokovich
                                          --------------------------------
                                            Tom M. Djokovich, President



                                      MVS:

                                      MVSystems, Inc., a Colorado corporation




                                      By:  /s/ Dr. Arun Madan
                                           ---------------------------------
                                             Dr. Arun Madan, President


<PAGE>





                                    EXHIBIT H

                            FORM OF 4 TERMINAL PATENT











<PAGE>



                                    EXHIBIT I

                   FORM OF EXPANDED USE LICENSE STOCK WARRANT



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                                    EXHIBIT J

                    FORM OF MVS PHASE 4 DEVELOPMENT PROPOSAL