EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT
                                (JOSEPH GRIMES)
<PAGE>
                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                   XsunX, Inc.

                                       AND

                                  Joseph Grimes
<PAGE>
                              EMPLOYMENT AGREEMENT

     THIS   EMPLOYMENT   AGREEMENT,   made  effective  as  of  January  1,  2007
("Agreement"),   is  entered  into  by  and  between  XsunX,  Inc.,  a  Colorado
corporation ("Company"), and Joseph Grimes, ("Employee").

                                 R E C I T A L S

         WHEREAS,  the  Company  desires to employ and  obtain the  services  of
Employee and Employee desires to assume employment with the Company; and

         WHEREAS, the undersigned  parties desire  to formalize  such employment
relationship; and,

         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. Term.  Subject to the terms and  conditions  of this  Agreement  the
Company  agrees to employ  Employee and Employee  agrees to serve the Company as
provided in this  Agreement.  Employee's  employment  pursuant to this Agreement
shall be for a period of two (2) years and  shall  commence  upon the  effective
date  hereof  (the  "Commencement  Date") and shall  continue  to and  including
December 31, 2009 (the "End Date") unless earlier  terminated in accordance with
the provisions of Paragraphs 8 or 9 of this Agreement; provided further that the
term of this  Agreement  may be extended by the mutual  agreement of the parties
hereto.

2.       Duties of Employee.  The duties of Employee shall be as follows:

                    2.1.  Employee  shall  assume the duties of Chief  Operating
Officer for the Company and shall perform such duties incident thereto as may be
assigned to  Employee  from time to time which  duties  shall  include,  without
limitation,   responsibilities   for  the  management  of  corporate  operations
pertaining to systems  analysis,  reporting,  business  development  and plan of
operations,   and   such   customary   executive,   managerial,   planning   and
implementation  duties of any such  position as these duties shall be defined by
Company from time to time.  Employee shall perform and hold such other positions
and  duties  as may be  assigned  to  Employee  by the  Company  and as are  not
inconsistent  with the provisions of this  Agreement.  Employee agrees to devote
Employee's best efforts and skills to the business interests of the Company,  to
do Employee's utmost to further enhance and develop the interests and welfare of
the Company, and to devote Employee's working time and attention to the business
of the Company.

                  2.2.  Employee 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 Employee may have
<PAGE>
custody  and shall pay over and  deliver  same  promptly  whenever  and  however
Employee may be directed to do so.

                  2.3.  Employee  shall  obey  all  lawful  rules,  regulations,
special  instructions,  and directives as directed by the Company  applicable to
Employee and shall endeavor to improve  Employee's  ability and knowledge of the
Company  business in an effort to increase the value of Employee's  services for
the mutual benefit of the parties to this Agreement.

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

     3. Compensation. For and in consideration of the performance by Employee of
the services,  terms,  conditions,  covenants and promises herein  recited,  the
Company  agrees to pay to Employee in the manner herein  stated,  to be reviewed
annually, the following:

                  3.1.  As the  principal  consideration  of the  services to be
performed  by Employee  hereunder  during the term of this  Agreement,  Employee
shall  receive,  the sum of One Hundred Fifty  Thousand  Dollars  ($150,000) per
year,  payable  monthly,  or in the  manner  and on the  timetable  in which the
Company's payroll customarily is handled; provided, that at the end of each full
year from the Commencement  Date, the compensation may be increased in an amount
to be  determined  by the  Board  of  Directors  of  the  Company.  This  annual
compensation may sometimes be herein referred to as Employee's "Base Pay".

                  3.2. The Company may pay Employee  compensation in addition to
Employee's Base Pay upon Company's  attainment of certain  business  development
and/or  revenue  attainment  levels in the form of a bonus or an increase to the
Base Pay as may be determined  in the sole  discretion of the Board of Directors
of the Company from time to time.

                  (a)  Increase  to Base Pay.  Subject  to the  attainment  of a
minimum of Five Million  Dollars  ($5,000,000)  in sales revenue the Base Pay of
the Employee may be reviewed and subject to increase on a go forward  basis from
the date of the sale and receipt by the Company of a deposit.

                  (b)  Additional  Compensation.  This  additional  compensation
shall be  computed  on an  annual  basis  upon the  anniversary  of each year of
continuous employment and paid to Employee within ten (10) days of completion of
a review  specific to the  performance  of Employee.  The Company  shall provide
Employee with an employment  review within thirty (30) days of each  anniversary
date of Employee's  commencement of employment hereunder.  The Company shall not
be obligated to increase  Employee's  compensation  pursuant to any such review.
Notwithstanding the foregoing,  the Company reserves the right to change, modify
or amend,  upon thirty (30) days  written  notice,  any such bonus  compensation
plans  at  any  time.   Notwithstanding  the  foregoing,  any  change  shall  be
prospective and shall not divest any bonus  compensation  paid as of the date of
such changes or modifications.
<PAGE>
                                    (i) Revenue  Attainment.  Company  shall pay
Employee a cash bonus if the Company realizes  certain gross revenue  attainment
during the term of each full fiscal  year.  The cash bonus may be based upon the
following schedule: Cumulative

                           Revenue Attainment    Cash Bonus
                           ------------------    ----------
                             $  5,000,000         $  5,000
                             $ 15,000,000         $ 10,000
                             $ 25,000,000         $ 15,000

The  foregoing  schedule  shall apply in respect of the first year of employment
ending  December 31, 2007 for the preceding  twelve (12) month period  beginning
January 1,  2007.  The  revenue  attainment  levels  set forth in the  foregoing
schedule shall be increased  annually by twenty-five (25%) percent per annum for
each subsequent twelve (12) month period during the term of this Agreement.

     4.  Special  Compensation  Benefits.  Employee  shall be provided  with the
following benefits within sixty (60) days of the consummation of the sale of all
or substantially  all of the stock or assets of the Company which results in the
termination or relocation of the Employee within one (1) year of sale:

                  4.1  Payment in an amount  equal to six (6) months Base Pay at
the rate of Base Pay then paid to Employee at the time of sale; and,

                  4.2      Payment for all accrued but unused vacation time.

         5. Stock Incentives. The Company may (but shall be not be obligated to)
issue you certain stock bonuses, stock options, stock appreciation rights, stock
awards,  phantom stock awards,  or performance  awards ("Awards") in conjunction
herewith  or  otherwise  from time to time.  Based upon the  performance  review
described in Section 3.2 (b) herein,  or an award made in conjunction  herewith,
the Company may issue  Employee stock  options,  the value of which,  on a first
time  annual  basis,  shall be in an amount up to,  but  shall not  exceed,  One
Hundred Thousand Dollars  ($100,000.00) of the then current closing price of the
Company's common stock on the date of the stock option issue.  This stock option
grant is intended to qualify as an incentive  stock option within the meaning of
Section 422 of the Internal  Revenue Code of 1986, as amended.  Any Awards shall
be issued, and, to the extent applicable, vest and be exercised, pursuant to the
terms  and  conditions  of a  separate  agreement  ("Grant  Agreement")  and  in
accordance  with the provisions of any incentive plan adopted by the Company or,
at the  discretion  of the  Company,  the 2007  XsunX,  Inc.  Stock  Option Plan
("Plan").  You hereby  agree to execute and deliver  any such  reasonable  Grant
Agreement.  The terms  "Award"  and "Grant  Agreement"  shall be used  herein as
defined and used in the Plan.

     6. Benefits. In addition to the above compensation, the Company may provide
Employee with the following:

                  6.1.  Participation  in  the  Company  health  plan  providing
Company  sponsored  participation in an amount up to Four Hundred Dollars ($400)
monthly for use by Employee in payment of major medical premium  associated with
such health plan;
<PAGE>
                  6.2.  Reimbursement,   from  time  to  time,  upon  Employee's
submission of expense account and supporting  documents  using approved  Company
forms and as may be required by the Internal Revenue Service, for all reasonable
out of town  travel,  and other  ordinary,  reasonable  and  necessary  business
expenses  incurred  by  Employee  as part of and in  connection  with the direct
performance of duties specified herein;

                  6.3.      Company  credit card  as  may be  determined  by the
Board of Directors of the Company from time to time;

                  6.4. At the request of Company,  Employee shall cooperate with
Employer to secure,  for Company, a key man life insurance policy on the life of
Employee  in the amount of $500,000 to be divided in half and paid in equal sums
to Company and Employees elected benefactors upon Employee's death;

                  6.5.  Other Benefits. The Company may, in its sole discretion,
(but shall not be obligated  to) provide  these and other and further  benefits.
Notwithstanding  the foregoing,  the Company may change,  suspend or discontinue
any such  benefits at any time  without  notice to Employee  due only to adverse
financial condition of the Company.

         7.       Vacations and Holidays.  Company shall:

                  7.1.  Permit  Employee  Fifteen (15) days paid vacation during
the first year of employment  with the Company.  Such amount may be increased in
the sole  discretion of the Board of Directors of the Company from time to time.
Vacation  may  be  taken  in  Employee's  discretion,  so  long  as  it  is  not
inconsistent  with  and is  subject  to the  reasonable  business  needs  of the
Company.

                  7.2. Permit Employee to  take  those  holidays  and other days
that the other Employees of the Company are entitled to take.

         8.       Termination.  This Agreement may be terminated as follows:

                  8.1. In accordance with the provisions of Section 9 hereof.

                  8.2.  Notwithstanding  the foregoing,  the Company may, at its
option, terminate the employment of Employee at any time during the term of this
Agreement  without  notice,  for good  cause.  Dismissal  for good  cause  shall
include, but not be limited to, any of the following:

                           8.2.1.  The  conviction  of  Employee  by  a court of
competent  jurisdiction  (and to which no  further  appeal  can be  taken)  of a
felony, securities violations or any other crime involving moral turpitude;

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

                           8.2.3.  The misappropriation by Employee of any funds
or property or other rights of the Company;
<PAGE>
                           8.2.4.  The suspension  or removal or termination  of
Employee  by or at the  request or  requirement  of any  governmental  authority
having jurisdiction over the Company;

                           8.2.5.  The  willful  refusal  to  follow  any lawful
directive of the Board of Directors of Company;

                           8.2.6 The material breach by Employee of any material
terms of this Agreement or any other agreement  between Employee on the one hand
and the Company or its parent  corporation,  or any  affiliate of the Company or
its parent corporation, on the other hand;

                           8.2.7  The failure by Employee to reasonably  perform
assigned tasks and directives of the Company within the time frame assigned;

                           8.2.8 The adverse financial condition of the Company;
and

                           8.2.9    Upon the death of the Employee.

         Upon  termination for cause,  Employee shall be paid, as full and final
severance  compensation,  Employee's unpaid Base Pay accrued through the date of
termination,  any  unpaid but  accrued  benefits,  and any  unpaid  but  accrued
vacation  time.  The Company  hereby  reserves  the right to offset  against any
accrued  and unpaid  compensation  any sums that the Company  may  establish  as
damages  resulting  from  Employee's  negligent or  intentional  malfeasance  or
misfeasance.

         9.  Permanent  Disability of Employee.  In the event  Employee  becomes
mentally or  physically  disabled  to such an extent that  Employee is unable to
substantially  perform  Employee's  normal  duties on behalf of the Company with
reasonable  accommodations as described in this Agreement for a period of thirty
(30) days or more, the Company, at any time thereafter, shall have the right, at
its  sole  option,  to  declare  Employee  permanently  disabled  and  thereupon
terminate  employment  hereunder.  In such  event,  Employee,  as full and final
severance compensation, shall be paid Employee's unpaid Base Pay accrued through
the date of termination,  and any unpaid but accrued and earned benefits, all of
which  shall be as accrued  through  the date of the  Company's  declaration  of
permanent disability and termination.

         10.  Duty of  Loyalty.  During the term of this  Agreement,  and at all
times that Employee is employed by the Company,  Employee shall not, directly or
indirectly,  either as a  principal,  partner,  member,  stockholder,  corporate
officer, director, employee, representative,  consultant, agent, or in any other
Employee or representative  capacity,  own, manage, engage or participate in any
business that is in  competition in any manner  whatsoever  with the business of
Company  without  the prior  written  consent of  Company.  Notwithstanding  the
foregoing,  Employee  may own, as a passive or  portfolio  investment,  stock or
other equity  interest not  exceeding  five percent (5%) of the total  ownership
interests of any competing  business,  provided that Employee is not a director,
officer,  manager,  employee,  consultant,  or active in the  management of such
business or compensated,  directly or indirectly, in any manner by such business
<PAGE>
(other than normal and customary  stock dividends or  distributions  made to all
shareholders  or equity  owners  without  distinction).  During his  employment,
Employee shall be deemed a fiduciary of the Company with all duties attendant to
a fiduciary  owed by  Employee to the  Company.  All rights of  enforcement  and
remedies  regarding  fiduciaries  shall inure to the  Company.  Violation of the
foregoing  provisions shall constitute unfair  competition and shall be a breach
of this Agreement and of Employee's fiduciary duties hereunder.

         11.  Non-Solicitation.  During  the term of this  Agreement,  and for a
period  of two  (2)  years  after  the  termination  of  this  Agreement  or any
employment  by the  Company,  Employee  shall not solicit any of the  directors,
officers or employees of the Company for the benefit of any  competing  business
or otherwise  interfere in or with the relationship  between the Company and any
such employee.  Employee shall be deemed a fiduciary of the Company,  even after
the  termination of this  Agreement or any  employment by the Company,  with all
duties in regard to trade secrets and  confidential  information  attendant to a
fiduciary  owed by  Employee  to the  Company.  All  rights of  enforcement  and
remedies  regarding  fiduciaries  shall inure to the  Company.  Violation of the
foregoing  provisions shall constitute unfair  competition and shall be a breach
of this Agreement and of Employee's fiduciary duties hereunder.

         12. Confidentiality.  You (Employee) agree that all lists of, and other
information pertaining to, discoveries,  ideas, concepts, know-how,  techniques,
designs,  specifications,  drawings,  blueprints,  diagrams,  flow charts, data,
costs, prices,  customer lists, marketing plans, goals, sales figures,  revenue,
profits,  and other  technical,  financial  or business  information  respecting
existing or planned works and/or works to be developed,  and, 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 employment data, capital structure information,
corporate organizational information,  identities, names and address of, and any
information  pertaining  to,  shareholders,   directors,   officers,  employees,
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
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 you 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
Company,  any entity in which  Company  owns a majority  ownership  (directly or
indirectly),  or any entity that owns a majority  ownership of Company (directly
or  indirectly).  You  acknowledge  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. You
further acknowledge that the Confidential  Information constitutes trade secrets
pursuant  to  California  Civil Code  ss.3426.1  and any  similar  law,  rule or
regulation under the laws of the State of Colorado.
<PAGE>
         You agree that you will not, directly or indirectly, at any time during
or  after   termination  of  employment  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.  You shall  exercise the highest  degree of care and  discretion in
accordance with your duty 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 executive  officer,  or (ii) is
required  to be  disclosed  by  law,  a court  of  competent  jurisdiction  or a
governmental or regulatory agency. However, you, if permitted by such authority,
agree to  immediately  inform the Company or any such  requirement  prior to the
disclosure  so that the Company can seek to protect such  information.  Further,
you agree to return  and  deliver  all such  materials,  including  all  copies,
remnants,  or  derivatives  thereof to the Company upon the  termination of your
employment with the Company or at any other time upon request.

         13. Patents and  Inventions.  Other than those items listed on Schedule
"A",  attached hereto and by this reference made a part of herein,  any interest
in  patents,  patent  applications,   inventions,   technological   innovations,
copyrights,   copyrightable  works,  developments,   discoveries,  designs,  and
processes which Employee now or hereafter during the period employee is employed
by the Company under this Agreement or otherwise and for one (1) year thereafter
may own,  conceive of, or develop and either relating to the fields in which the
Company may then be engaged or contemplates  (as  demonstrated by the records of
the Company)  being  engaged or conceived  of or developed  utilizing  the time,
material,  facilities, or information of the Company ("Inventions") shall belong
to the Company.  As soon as Employee  owns,  conceives  of, or develops any such
Invention,  employee agrees  immediately to communicate  such fact in writing to
the Chief Operating  Officer of the Company,  and without further  compensation,
but at the  Company's  expense  (except  as set forth  below in item (a) of this
Section 13, immediately upon request of the Company,  Employee 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
Employee's right, title, and interest in and to such Inventions,  free and clear
of liens,  mortgages,  security interests,  pledges,  charges,  and encumbrances
arising from the acts of Employee  ("Liens")  (Employee to take such action,  at
employee's  expense,  as is  necessary  to remove all such  Liens)  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.

         14.  Specific  Performance.  The  obligations  of  Employee  under this
Agreement are unique.  If Employee should default in any obligations  under this
Agreement,  Employee  acknowledges  that it would be extremely  impracticable to
measure the  resulting  damages;  accordingly,  the Company,  in addition to any
other available rights or remedies,  may sue in equity for specific  performance
without  the  necessity  of  posting  a bond or  other  security,  and  Employee
expressly waives the defense that a remedy in damages will be adequate.
<PAGE>
         15.  Amendments.  This Agreement may be amended only in writing execut-
ed by Employee 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 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.

            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.  The Agreement  controls over any and
all  provisions  or  guidelines  contained  in  any  Employee  Manual,  Employee
Handbook,  Company Policy Manual or other similar document.  Employee  expressly
acknowledges that no Employee Manual,  Employee Handbook,  Company Policy Manual
or other similar  document is or shall become a contract between the Company and
Employee.

            24.  Notices.  Any notice,  request,  demand or other  communication
permitted  to be given  hereunder  shall be in writing and shall be deemed to be
<PAGE>
duly given when personally delivered to an Employee officer of the Company or to
Employee,  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 Employee 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.

            IN WITNESS WHEREOF, this Agreement is made effective by Employee and
the Company as of the 1st day of January, 2007.

COMPANY                                          EMPLOYEE

XsunX, Inc.

By _________________________            By __________________________
   Tom M. Djokovich, as CEO                Joseph Grimes, as Employee
<PAGE>
                                  Schedule "A"

                         Excluded Patents and Inventions

1.
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2.
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3.
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4.
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5.
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6.
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