EXHIBIT 10.4


Warrant Grant # 04-2004

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED  UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION  THEREFROM
IS AVAILABLE.

                  CONSULTANCY AND ADVISORY WARRANT TO PURCHASE
                           COMMON STOCK OF XSUNX, INC.


         This  Consultancy  and  Advisory  Warrant   ("Warrant")  is  issued  as
compensation for Dr. Richard E. Rocheleau's  advice and consultation  efforts in
the furtherance of XsunX, Inc. business objectives pursuant to the terms of such
engagement as set forth in that certain  Consultancy  and Advisory  Agreement as
set forth at Paragraph 17 hereof .

         This Warrant certifies that Dr. Richard E. Rocheleau (the "Holder") for
value  received,  is entitled to purchase from Xsunx,  Inc. (the  "Company") Two
Hundred and Fifty Thousand  (250,000)  shares of the Company's Common Stock (the
"Common  Stock") for a per share  exercise  price equal to $ .20 (the "Per Share
Exercise Price"). This right may be exercised subject to the conditional vesting
provisions  of  Paragraph  1 below,  and upon  surrender  to the  Company at its
principal office (or at such other location as the Company may advise the Holder
in writing) of this Warrant,  properly endorsed, with the Notice of Exercise and
Subscription Form attached hereto duly filled in and signed, if applicable,  and
upon  payment  in cash or other  form of good and  immediately  available  funds
reasonably satisfactory to the Company of the aggregate Per Share Exercise Price
for the full  number  of  shares  for  which  this  Warrant  is being  exercised
determined in accordance with the provisions hereof.


1.       RIGHT TO EXERCISE

         Subject to the Vesting Schedule 1.1. below and the other conditions set
         forth in this  Agreement,  all or part of this Warrant may be exercised
         prior to its  expiration  from the date hereof up to and including 5:00
         p.m.  (Los  Angeles  city time) on January  19,  2008 (the  "Expiration
         Date")at the time or times set forth herein.

                           1.1 Vesting Schedule.

                           (i) This  Warrant  shall  become  exercisable  in the
                           amount of 50,000  shares upon the  effective  date of
                           that certain  Consultancy  and Advisory  Agreement as
                           set forth at  Paragraph 17 hereof.  Thereafter,  this
                           Warrant  shall  become  exercisable  at the  rate  of
                           25,000   Shares   per   calendar   quarter,   or  any
                           apportioned  amount  thereof,   during  the  term  of
                           engagement   by  XsunX,   Inc.  of  Dr.   Richard  E.
                           Rocheleau.

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2.       ISSUANCE OF CERTIFICATES.

         Certificates  for the shares of Common Stock  acquired upon exercise of
this Warrant, together with any other securities or property to which the Holder
is entitled upon such  exercise,  will be delivered to the Holder by the Company
at the Company's expense within a reasonable time after this Warrant has been so
exercised and payment of the full Per Share Exercise Price has been delivered to
the Company as set forth above and such funds have been confirmed to the account
of the Company. The Company will deliver authorization instructions to its share
transfer  agent for the  issuance of the above  referenced  Common  Stock within
three (3) business days of satisfaction of the above requirements.

         Each stock  certificate so delivered will be in such  denominations  of
Common  Stock as may be requested  by the Holder and will be  registered  in the
name of the  Holder.  In case of a purchase of less than all the shares that may
be  purchased  under this  Warrant,  the Company  will  cancel this  Warrant and
execute  and  deliver a new Warrant or Warrants of like tenor for the balance of
the shares purchasable under this Warrant to the Holder within a reasonable time
after surrender of this Warrant.

3.       SHARES FULLY-PAID, NONASSESSABLE, ETC.

         All shares of Common Stock issued upon  exercise of this Warrant  will,
upon issuance, be duly authorized,  validly issued, fully-paid and nonassessable
and free of all taxes, liens and charges with respect to the issue thereof.  The
Company will use reasonable commercial efforts to reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting  the  exercise  of this  Warrant,  such number of its shares of Common
Stock as from time to time are  sufficient  to effect the full  exercise of this
Warrant.  If at any time the number of authorized but unissued  shares of Common
Stock are not  sufficient  to effect the exercise of this  Warrant,  the Company
will use reasonable  commercial efforts to take such corporate action as may, in
the opinion of its counsel,  be reasonably  necessary to increase its authorized
but unissued  shares of Common Stock to such number of shares as are  sufficient
for such purpose.

4.       NET ISSUE EXERCISE.

         Notwithstanding  any  provisions  herein to the  contrary,  if the fair
market value of one share of the Company's  Common Stock is greater than the Per
Share Exercise Price (at the date of calculation as set forth below), in lieu of
exercising  this Warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the  principal  office of the Company,
together with the properly endorsed Notice of Exercise and Subscription Form and
notice of such  election,  in which event the Company will issue to the Holder a
number of shares of Common Stock computed using the following formula:

                  X = Y (A-B)
                      -------
                         A

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<PAGE>

         Where    X =      the number of shares of Common Stock to  be issued to
the Holder

                  Y = the  number of shares of Common  Stock  purchasable  under
this  Warrant  or, if only a portion  of this  Warrant is being  exercised,  the
portion of this Warrant being canceled (at the date of such calculation)

                  A =      the fair market value of one share  of the  Company's
Common Stock (at the date of such calculation)

                  B =      Per Share Exercise Price (as adjusted  to the date of
such calculation)

         For purposes of the above  calculation,  fair market value of one share
of Common  Stock will be the average of the closing bid prices of the  Company's
shares of Common Stock as quoted on the New York Stock Exchange (the "NYSE") (or
on such other United States stock exchange or public trading market on which the
shares  of the  Company  trade  if,  at the time of the  election,  they are not
trading on the NYSE),  for the five (5)  consecutive  trading  days  immediately
preceding the date of the date the  completed,  executed  Notice of Exercise and
Subscription Form is received,  or (ii) in the absence of an established  market
or public  marketability  for the Stock due to  trading  restrictions,  the fair
market value shall be  determined  in good faith by the  Administrator  and such
determination shall be conclusive and binding on all persons.

5.       ADJUSTMENTS.

         5.1 Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time during the term of this Warrant  effects a subdivision
of the  outstanding  Common  Stock,  the Per  Share  Exercise  Price  in  effect
immediately  before that subdivision will be  proportionately  decreased and the
number of  remaining  shares that can be purchased  under this warrant  shall be
proportionatly  increased to effect the same subdivision of warrants as with the
outstanding Common Stock. Conversely, if the Company at any time or from time to
time during the term of this Warrant  combines the outstanding  shares of Common
Stock into a smaller  number of shares,  the Per Share  Exercise Price in effect
immediately  before the combination  will be  proportionately  increased and the
number of  remaining  shares that can be purchased  under this warrant  shall be
proportionatly  decreased to effect the same subdivision of warrants as with the
outstanding  Common  Stock.  Any  adjustment  under this Section 5.1 will become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

         5.2 Adjustment for Reclassification,  Exchange and Substitution.  If at
any time or from time to time during the term of this  Warrant the Common  Stock
issuable  upon  the  exercise  of this  Warrant  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification or otherwise (other than a recapitalization,
subdivision, combination, reclassification or exchange provided for elsewhere in
this  Section 5), the Holder  will have the right  thereafter  to exercise  this
Warrant  for the kind and  amount  of stock and other  securities  and  property
receivable  upon such  recapitalization,  reclassification  or other change into
which  the  shares  of Common  Stock  issuable  upon  exercise  of this  Warrant


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<PAGE>

immediately  prior to such  recapitalization,  reclassification  or change could
have been  converted,  all subject to further  adjustment as provided  herein or
with respect to such other securities or property by the terms thereof.

         5.3  Reorganizations.  If at any time or from time to time  during  the
term of this  Warrant  there is a capital  reorganization  of the  Common  Stock
(other than a recapitalization,  subdivision,  combination,  reclassification or
exchange  provided  for  elsewhere in this Section 5), as a part of such capital
reorganization,  provision  will be made so that the Holder will  thereafter  be
entitled to receive upon  exercise of this Warrant the number of shares of stock
or other  securities  or property of the Company to which a holder of the number
of shares of Common Stock  deliverable  upon exercise of this Warrant would have
been entitled on such  capitalization  reorganization,  subject to adjustment in
respect of such stock or securities by the terms thereof.

6.       OBLIGATION TO SELL.

         Notwithstanding  anything  herein  to  the  contrary,  if at  any  time
following Holder's acquisition of Shares hereunder,  stockholders of the Company
owning 51% or more of the shares of the Company (on a fully diluted  basis) (the
"Control  Sellers")  enter  into  an  agreement   (including  any  agreement  in
principal) to transfer all of their shares to any person or group of persons who
are not affiliated  with the Control  Sellers,  such Control Sellers may require
each  stockholder who is not a Control Seller (a  "Non-Control  Seller") to sell
all of their  shares to such  person or group of persons at a price and on terms
and  conditions  the same as those on which such Control  Sellers have agreed to
sell their shares,  other than terms and conditions  relating to the performance
or non-performance of services.  For the purposes of the preceding sentence,  an
affiliate of a Control Seller is a person who controls,  which is controlled by,
or which is under common control with, the Control Seller.

7.       STOCKHOLDERS AGREEMENT

         As a condition to the transfer of Stock  pursuant to this Warrant,  the
Company, in its sole and absolute discretion,  may require the Holder to execute
and  become a party to any  agreement  by and among the  Company  and a material
number of its  stockholders  which exists on or after the effective date of this
Warrant  (the  "Stockholders  Agreement").  If the  Holder  becomes a party to a
Stockholders  Agreement, in addition to the terms of this Warrant, the terms and
conditions of Stockholders Agreement shall govern Holders's rights in and to the
Stock; and if there is any conflict between the provisions of the

Stockholders  Agreement and this  Warrant,  the  provisions of the  Stockholders
Agreement shall be controlling. Notwithstanding anything to the contrary in this
Section 7, if the  Stockholders  Agreement  contains any provisions  which would
violate Colorado corporate law if applied to the participant,  the terms of this
Warrant shall govern the participant's rights with respect to such provisions.

8.       TAXES.

         The Company  shall not become  obligated  for or pay any taxes  imposed
upon the  Holders by reason of the  issuance  of this  Warrant  or the  exercise
hereof or otherwise in  connection  with the shares of Common Stock to be issued
upon exercise of this Warrant.  Notwithstanding  the foregoing,  the Company may
withhold  from any shares of Common  Stock to be issued  upon  exercise  of this


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<PAGE>

Warrant  such  amounts  as may be  reasonably  required  to  satisfy  any backup
withholding  or other  withholding  obligation of the Company with regard to the
issuance of this Warrant or the exercise  hereof or otherwise in connection with
the shares of Common Stock to be issued upon exercise of this Warrant.

9.       NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.

         Nothing  contained in this Warrant will be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a shareholder
of the Company or any other matters or any rights whatsoever as a shareholder of
the Company.  No dividends or interest  will be payable or accrued in respect of
this  Warrant  or the  interest  represented  hereby or the  shares  purchasable
hereunder until, and only to the extent that, this Warrant has been exercised.

10.      TRANSFER OR ASSIGNMENT OF WARRANT

         Except as provided herein, the Holder may not assign,  sell or transfer
the  Warrant,  in  whole  or in  part.  The  Company  may  however,  in its sole
discretion  permit the  transfer or  assignment  of this  Warrant and all rights
hereunder  subject to any other  written  agreement  between  the Holder and the
Company and compliance with applicable Federal and state securities laws and the
restrictions.

11.      MODIFICATION AND WAIVER.

         This  Warrant  and  any  provision  hereof  may  be  changed,   waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which enforcement of the same is sought.

12.      NOTICES.

         Any  notice  required  by the  provisions  of this  Warrant  will be in
writing and will be deemed  effectively given: (a) upon personal delivery to the
party to be  notified;  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day; (c) five (5) days after having been sent by registered  or certified  mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally  recognized overnight courier,  specifying next day delivery,  with
written  verification of receipt. All notices will be addressed to the Holder at
the address of the Holder appearing on the books of the Company.

Notice shall be addressed to the Company at:

                                    XsunX, Inc
                                    Att: President
                                    65 Enterprise
                                    Aliso Viejo, CA 92656
                                    Fax: (949) 330-8061


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<PAGE>

                                    With copy to (which copy shall not
                                    constitute notice):

                                    Michael A. Littman, Attorney
                                    7609 Ralston Road
                                    Arvada, CO 80002
                                    Fax: (303) 431-1567

13.      LOST WARRANTS.

         Upon receipt of evidence reasonably  satisfactory to the Company of the
loss, theft, destruction,  or mutilation of this Warrant, and upon receipt of an
indemnity,  surety,  undertaking  or  security  reasonably  satisfactory  to the
Company (and in the case of any such mutilation upon surrender and  cancellation
of the original  mutilated  Warrant),  the Company  shall,  in  accordance  with
applicable  law, make and deliver a new Warrant,  of like tenor,  in lieu of the
lost, stolen,  destroyed or mutilated  Warrant.  The Company may, as a condition
precedent to making or  delivering a new  Warrant,  reasonably  require that the
Holder make and deliver to the Company an  affidavit or  declaration  made under
penalty of perjury,  as to the loss, theft,  destruction,  or mutilation of this
Warrant.

14.      FRACTIONAL SHARES.

         No  fractional  shares of Common Stock will be issued upon  exercise of
this Warrant.  If the conversion  would result in the issuance of any fractional
share, the Company may, in lieu of issuing any fractional  share, pay cash equal
to the  product of such  fraction  multiplied  by the  closing  bid price of the
Company's Common Stock on the date of conversion.

15.      NO REGISTRATION RIGHTS

         The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Warrant to comply with any law.

16.      RESTRICTIONS ON TRANSFER

         16.1  Securities Law  Restrictions.  Regardless of whether the offering
and sale of Shares under this Warrant have been registered  under the Securities
Act or have been registered or qualified under the securities laws of any state,
the Company, at its discretion, may impose restrictions upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends on
stock  certificates or the imposition of stop-transfer  instructions) if, in the
judgment of the Company,  such  restrictions are necessary or desirable in order
to achieve  compliance with the Securities Act, the securities laws of any state
or any other law.

         16.2 Market Stand-Off.  In the event of an underwritten public offering
by the Company of its equity  securities  pursuant to an effective  registration
statement filed under the Act,  including the Company's  initial public offering
(a "Public  Offering"),  the Holder  shall not  transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters,  for
such  period  of time from and after  the  effective  date of such  registration


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<PAGE>

statement as may be requested by the Company or such  underwriters  (the "Market
Stand-Off").  The Market  Stand-off  shall be in effect for such  period of time
following the date of the final  prospectus for the offering as may be requested
by the Company or such underwriters.  In the event of the declaration of a stock
dividend,  a spin-off,  a stock split,  an  adjustment in  conversion  ratio,  a
recapitalization  or a similar transaction  affecting the Company's  outstanding
securities without receipt of consideration,  any new, substituted or additional
securities which are by reason of such  transaction  distributed with respect to
any Shares  subject to the Market  Stand-Off,  or into which such Shares thereby
become  convertible,  shall immediately be subject to the Market  Stand-Off.  In
order to enforce the Market  Stand-Off,  the  Company  may impose  stop-transfer
instructions  with respect to the Shares  acquired  under this Warrant until the
end of the applicable stand-off period.

         16.3 Investment  Intent at Grant. The Holder represents and agrees that
the Shares to be acquired  upon  exercising  this  Warrant  will be acquired for
investment, and not with a view to the sale or distribution thereof.

         16.4  Investment  Intent at  Exercise.  In the  event  that the sale of
Shares  under this Warrant is not  registered  under the  Securities  Act but an
exemption is available  which  requires an  investment  representation  or other
representation,  the Holder  shall  represent  and agree at the time of exercise
that the Shares being  acquired upon  exercising  this option are being acquired
for  investment,  and not with a view to the sale or distribution  thereof,  and
shall make such other  representations as are deemed necessary or appropriate by
the Company and its counsel.

         16.5 Rule 144. Holder  acknowledges and understands that the Shares may
be subject to transfer and sale restrictions imposed pursuant to SEC Rule 144 of
the  Rules  promulgated  under  the  Securities  Act of  1933  ("Act")  and  the
regulations promulgated  thereunder.  Holder shall comply with Rule 144 and with
all policies and  procedures  established by the Company with regard to Rule 144
matters.  Holder  acknowledged  that in the event that the sale of Shares  under
this  Warrant is not  registered  under the  Securities  Act the  Company or its
attorneys or transfer agent will require a restrictive legend on the certificate
or certificates  representing  restrictions on transfer of the Shares imposed by
Rule 144.

         16.6 Legends.  All certificates  evidencing Shares purchased under this
Warrant in an unregistered transaction shall bear the following legend (and such
other  restrictive  legends  as are  required  or  deemed  advisable  under  the
provisions of any applicable law):

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR OTHERWISE  TRANSFERRED
WITHOUT  AN  EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH ACT OR AN  OPINION OF
COUNSEL,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED."

         16.7  Removal of  Legends.  If, in the  opinion of the  Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this  Warrant no longer is  required,  the holder of such  certificate  shall be
entitled to exchange such  certificate for a certificate  representing  the same
number of Shares but without such legend.


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<PAGE>

         16.8  Administration.  Any determination by the Company and its counsel
in  connection  with any of the  matters  set forth in this  Section 16 shall be
conclusive and binding on the Holder and all other persons.

17.      Consultancy, Advisory and Technology Sharing and License Agreements

         This  Warrant  is issued  pursuant  to those  certain  Consultancy  and
Advisory Agreement  effective January 19, 2005. The terms of the Consultancy and
Advisory Agreement shall control over any conflicting terms in this Warrant. Any
breach under the  Consultancy  and Advisory  Agreement  shall constitue a breach
under this Warrant and allows the Company to terminate  this Warrant in whole or
in part.

18.      GOVERNING LAW; VENUE.

         This Warrant will be construed and enforced in accordance with, and the
rights of the parties will be governed  by, the laws of the State of  California
without  regard to conflict of laws  principles.  Venue in any action arising by
reason of this Warrant shall lie exclusively in Orange County, California.


                          [See Attached Signature Page]



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<PAGE>



This Warrant is made effective as of the 19th day of January, 2005.


                        COMPANY:         Xsunx, Inc., a Colorado corporation


                                         By: ________________________________
                                         Name:  Tom M. Djokovich
                                         Title:   Chief Executive Officer





                            HOLDER:      Dr. Richard E. Rocheleau

                                         By: ________________________________

                                         Name:

                         Title:



                                         ------------------------------------
                        [Address]

                                         ------------------------------------
                        [Address]

                                         ------------------------------------
                        [Address]


                                         ------------------------------------
                                         [Tax Identification]




<PAGE>



                               EXHIBIT TO WARRANT

                    SUBSCRIPTION FORM AND NOTICE OF EXERCISE

Xsunx, Inc.                                                      Date:
Attn: President
65 Enterprise
Aliso Viejo, CA 92656

Ladies and Gentlemen:

                  The undersigned,  the holder of the enclosed  Warrant,  hereby
irrevocably  elects to exercise the purchase  rights  represented by the Warrant
and to purchase thereunder __________ shares of Common Stock of XSUNX, INC. (the
"Company"),  and herewith  encloses payment of $___________  and/or  ___________
shares of the Company's common stock,  (the "Purchase Price") in full payment of
the Purchase Price of such shares being purchased.

Exercise of the Warrant shall not be deemed  effective unless and until good and
immediately  available  funds in the full amount of the Purchase Price have been
confirmed in the account of the Company. The original Warrant shall be presented
with this Subscription Form and Notice of Exercise.

         The Company may, in its  discretion,  withhold a portion of some or all
of the  exercised  shares or other  amounts  for the  payment  of taxes or other
items.  Holder  represents that Holder is not subject to any backup  withholding
requirements. Holder acknowledges that the shares of stock of the Company issued
upon  exercise  will not be entitled to any  dividend  declared  upon such stock
prior to the effective date of exercise of the Warrant.

         Holder hereby constitutes this Subscription Form and Notice of Exercise
as an assignment,  deposit  tender,  and transfer in blank of the Warrant as set
forth therein.  Holder hereby irrevocably constitutes and appoints the secretary
of the Company as Holder's attorney in fact to issue shares upon the exercise of
the Warrant and reflect the same on the books and records of the Company, cancel
the Warrant,  issue a new Warrant, if applicable,  and perform any necessary act
on behalf of Holder, with full power substitution.

                                          Very truly yours,


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

                                          By: __________________________________

                                          Title: _______________________________