EXHIBIT 10.1

                    TECHNOLOGY SHARING AND LICENSE AGREEMENT




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EXHIBIT 10.1


THE INTEREST IN THE SECURITIES CONTEMPLATED IN THIS 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.


                    TECHNOLOGY SHARING AND LICENSE AGREEMENT


     THIS  AGREEMENT  ("Agreement")  is made  effective  as of this  17th day of
September,  2004 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 and Dr. Madan have developed technology pertaining to solar
cells, thin film resistors,  imaging, spatial light modulators,  memory devices,
and other  technology  related to amorphous  silicon and related alloys and have
been either granted  patents or have applied for or intends to apply for patents
related to the above technology;

     B. WHEREAS, XsunX has developed, and continues to develop, technologies and
processes 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; and

     C.  WHEREAS,  MVS and Dr.  Madan  desire to license  the above  technology,
know-how,   and  patents  to  XsunX  for  use  pertaining  to  transparent   and
photovoltaic  glazings for  applications  on  transparent  and  semi-transparent
substrates and the production of solar electric glass technology;

     D. WHEREAS,  XsunX desires to license,  subject to the terms and conditions
set forth herein, the technology,  know-how, and patents of MVS and Dr. Madan as
set forth herein; and

     E. WHEREAS, While MVS is desirous of licensing,  sharing,  quitclaiming and
providing  all its  technology  to XsunX it is with the  understanding  that the
expense of the technology  sharing and  development  shall be incurred by XsunX.
Further, MVS and Dr. Madan are only licensing whatever rights they have and take
no financial responsibility for their technology infringing the right of others.


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     F.  WHEREAS,  the  parties  desire to enter into a  technology  sharing and
license agreement for the development and  commercialization of cooperative uses
of core technologies as supplemental enhancements to the commercial applications
of their respective technologies and areas of business focus; and

     G. WHEREAS,  pursuant to the technology sharing and license agreement,  MVS
and Dr. Madan will provide research, development,  consultation,  materials, and
facility  services  for the  benefit  of XsunX at cost  for the  development  of
processes  for  the  manufacture  of  semitransparent   solar  cell  designs  on
transparent  and  semitransparent  thin  film  substrates  in  exchange  for the
consideration set forth herein; and

     H. WHEREAS,  XsunX,  subject to the terms and conditions of this agreement,
desires to obtain the technology,  know-how,  patents, and facility resources of
MVS and Dr. Madan as set forth herein;

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

1.3. "Commercial" and "Commercialize" means the development of any technology or
combination  of  technologies  into  process  related  thereto  to the  point of
obtaining  a  marketable  product,   technology,   or  process  and  the  actual
realization  thereupon of $200,000 dollars  cumulative revenue by five (5) years
from the effective date of this Agreement in a bona fide arms-length  commercial
setting or  relationship,  Or the execution of a bona fide binding  contract for
over  $200,000  with a company  with  assets  over  $1,000,000  within that time
period.

1.4. "Confidential Information" has the meaning set forth in Section 7.1 of this
Agreement.

1.5.  "Cost" means the actual amount of money  expended by a party  hereunder in
payment to third parties or to or for the benefit of its  employees  without the
addition of any mark-up for profit, or other similar  adjustments,  by the party
making  the  expenditure.  Costs  shall be  determined  by the  lesser of, a) in


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accordance  with the  provisions  set forth in Exhibit "A"  attached  hereto and
incorporated  herein  by this  reference,  or b) by  extension  of most  favored
nations protection providing no worse than the best rate(s) given other parties.

1.6.  "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 Field of Use or the  business of XsunX or which
may otherwise  become  subject to the terms of the  provisions set forth in this
Agreement.

1.7.  "Commencement  Date"  means  March 7,  2004  the time in which  technology
sharing  and  services  between  the  parties  began  under a  proposal  for the
development of working samples.

1.8. "Consultancy and Advisory Warrant" means that certain stock warrant for the
purchase of shares contemplated at Section 4 of this Agreement.

1.9.  "Consultancy  and  Advisory  Warrant  Shares"  mean those  shares of XsunX
obtained upon the exercise of the Consultancy and Advisory Warrant, as set forth
at Section 4 of this Agreement.

1.10. "Joint License" means the reciprocal license granted by the parties hereto
pertaining to inventions developed hereunder intended to provide MVS with use of
such  technology in  applications  not  competitive  with or adverse to those of
XsunX as set forth herein.

1.11.  "License"  means that  certain  license  set forth in Section 2.1 of this
Agreement.

1.12.   "Licensed   Patents  and  Technology"   means  the  patents  and  patent
applications  described in exhibit "B" attached  hereto and all MVS  technology,
know how,  resources,  related thereto that are now or may become  applicable or
beneficial to the furtherance of the Business of XsunX within the XsunX Field of
Use,   and   specifically   includes   all   patents,   reissues,   divisionals,
continuations, re-examinations and extensions thereof, and subject matter in the
XsunX Field of Use in any  continuations-in-part  on which claims issuing obtain
the  benefit  of a  priority  date of any of the  foregoing,  together  with all
corresponding   foreign   patents,    extensions,    supplemental   protections,
certificates,   applications,   and   related   intellectual   property   rights
corresponding thereto now issued or issued during the term of this Agreement and
which directly  relate to the patents or  applications  described in exhibit "B"
and the XsunX Field of Use.

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

1.14.  "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
Agreement.



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1.15. "MVS Phase 2 Development  Agreement" means that certain written  agreement
between XsunX and MVS effective May 27, 2004, pertaining to the development of a
semi-transparent thin film solar cell module, and other technology, as set forth
therein,  a copy of which is  attached  hereto as Exhibit  "C" and  incorporated
herein.

1.16.  "New  Patents"  means any patents  filed or claimed  hereunder  after the
Commencement Date with regard to the Derivative Works.

1.17. "Phase 2" means and refers to the development of a  semi-transparent  thin
film silicon solar cell module,  and other  technology,  as set forth in the MVS
Phase 2 Development Agreement.

1.18.  "Services"  mean the goods and  services  of MVS in  providing  research,
development, consultation, materials, and facilities for the benefit of XsunX as
set forth herein.

1.19.  "Technology  Sharing  Warrant Shares" mean those shares of XsunX obtained
upon the exercise of the Technology  Sharing Warrant,  as set forth at Section 4
of this Agreement.

1.20. "Technology Sharing Warrant" means that certain stock warrant contemplated
at Section 4 of this Agreement.

1.21. "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 as set forth at
Section 2.5 of this Agreement.

1.22.  "Approval by MVS and Dr.  Madan" means that the approval by either MVS or
Dr. Madan of any proposal  contemplated  or  obligation  contained  herein shall
constitute the approval by the other.


     2. LICENSE PROVISIONS

2.1. Grant of License.  Subject to the terms and  conditions of this  Agreement,
and in exchange for the warrant set forth herein, MVS and Dr. Madan, jointly and
severally,  hereby  grant to XsunX  for the term of this  Agreement,  and  XsunX
accepts, an exclusive,  royalty-free  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 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


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university or non-profit  research  organization so long as such use or transfer
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 Business of XsunX.

2.2.  Expiration  of  License.  The 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  within the later
of either five (5) years from the effective  date of this  Agreement or ten (10)
years from the date placed into use under a Commercially  qualifying sub license
any technology licensed from MVS and Dr. Madan herein, the License granted above
shall expire for that technology or part thereof that was not Commercialized.

2.3.  Intent and Scope of License.  The License granted herein is intended to be
utilized  by XsunX  within  the XsunX  Field of Use and the  development  of the
Business of XsunX in its pursuit to establish a commercially  viable process for
the  manufacture  of  semi-transparent  solar cells and solar  electric  glazing
processes  and,  accordingly,  shall include all MVS  technology,  know how, and
resources  which are part of or related to the Licensed  Patents and  Technology
that is now or may become  applicable or beneficial  to the  furtherance  of the
business  objectives of XsunX within the XsunX Field of Use and the  development
of the  Business  of XsunX.  The License  shall be  exclusive  as to  technology
pertaining to XsunX Field of Use and the Business of XsunX as defined herein.

2.4.  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 Field of Use or the 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 XsunX Field of Use.

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

2.6. Protection Costs. XsunX shall bear all costs associated with the efforts to
protect such Derivative  Works through patent or other means of protection.  MVS
shall use its best efforts to cooperate  and provide all  information  pertinent
to, and  authorizations  or  releases  necessary  for,  the  preparation  of any
documents  associated with the protection of Derivative Works for the benefit of
XsunX.


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     3. TECHNOLOGY SHARING

3.1.  Business of MVS and Dr. Madan. The main or primary line of business of MVS
and Dr. Madan has  historically  been to design,  build and deliver state of the
art,  ultra high vacuum  multi-chamber  PECVD/sputtering/Hot  Wire CVD  systems,
arranged in a cluster tool configuration and specifically  designed for the thin
film  semiconductor  market and I-V solar simulator  testing  stations.  MVS has
historically  provided  thin  film  semiconductors  such as  amorphous  silicon,
dielectrics  such as Silicon Nitride for solar cells,  thin film transistor (for
displays)  and image  sensors.  MVS has also provided  research and  development
contract services and consultancy for thin film materials and devices.

3.2. Business of XsunX. XsunX is in the business of developing,  commercializing
and licensing  processes for the  manufacture of  semi-transparent  photovoltaic
glazing  technologies.  XsunX 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.

3.3. Purpose of Technology  Sharing.  The purpose of the technology  sharing set
forth herein is to allow XsunX to develop  commercially viable  semi-transparent
solar cells and  photovoltaic  glazing  products or processes for licensesure to
third parties for use in applications and products within the XsunX Field of Use
and the development of the Business of XsunX.

3.4.  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 herein, share the
technology  referenced  herein  with XsunX and  provide  research,  development,
consultation,  materials, tools, instruments, and facility services ("Services")
for the benefit of XsunX at cost ("Cost") for the  development  of processes for
the  manufacture  of  semi-transparent  solar cell  designs on  transparent  and
semi-transparent  thin film substrates and for performance under this Agreement.
Approval of any development  proposal shall not be unreasonably  withheld by MVS
and Dr. Madan.

3.5.  Materials to be Provided by MVS.  MVS and Dr. Madan shall,  subject to the
specifics of any mutually approved development proposal by the parties,  provide
XsunX  with such  reasonable  materials,  including  raw  materials,  chemicals,
minerals,  metals,  glass, doping compounds,  and related materials,  reasonably
necessary  to carry out the intent and  purpose of this  Agreement.  XsunX shall
reimburse MVS and Dr. Madan for such expenses in accordance  with the provisions
of  this  Agreement.   Approval  of  any  development   proposal  shall  not  be
unreasonably withheld by MVS and Dr. Madan.


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3.6. Tools,  Instruments and Facilities of MVS.  Subject to the  confidentiality
provisions  set  forth  herein,  MVS  and  Dr.  Madan  shall  provide  research,
development,  consultation and facility services ("Services") for the benefit of
XsunX with  reasonable  access to and use of such  Services  for purposes of the
matters set forth in this  Agreement  subject to the  specifics  of any mutually
approved development proposal by the parties.

3.7.  Obligations  of  XsunX.  XsunX  shall  share its  technology  with MVS and
co-market certain MVS products and technologies  where  appropriate,  subject to
agreement by the parties.

3.8.   Access  to  Information.   Each  party  hereto  shall,   subject  to  the
confidentiality  provisions of this Agreement,  reasonably  furnish to the other
any and all written and oral  information  concerning  the Licensed  Patents and
Technology,  the  technology  and  processes  related  thereto,  the current and
projected sublicense fees and operational data pertaining to the License and the
subject matter of this  Agreement,  and shall at all times  hereunder  allow the
other parties reasonable access to such information. In furtherance of the above
obligation,  each party hereto shall make truthful and accurate  representations
to the  best of  their  current  actual  knowledge  concerning  any and all such
projected  data, so as to allow a full and complete  disclosure of all pertinent
material information concerning the technology sharing contemplated herein. Such
information may be furnished in the form of reports, interpretations, forecasts,
records, and personal interviews

3.9.  Technology  Sharing  Term.  Unless  otherwise  agreed to by the parties or
unless  otherwise  specifically  provided  in  this  Agreement  the  term of the
technology  sharing  set forth  herein  shall be five (5) years,  which shall be
automatically  renewed for  additional two year periods unless written notice is
given by either of the  parties to the other at least sixty (60) days before the
expiration  of the original or renewed  term,  or, as may be  specified  further
within any master license,  joint sharing  agreement,  or development  agreement
entered into between the parties.

3.10. Nature of Relationship.  While the parties intend to operate cooperatively
under an  agreement,  concurrent  with  the  implementation  of  their  existing
business operations, they do not intend to create a joint venture or partnership
and shall make no representations  to the contrary.  The parties shall be deemed
to have an  independent  contractor  relationship  with regard to the technology
sharing and Services and other  non-license  subject matter of this Agreement in
accordance  with Sections  2750.5 and 3353 of the California  Labor Code and any
similar  provisions  under  Colorado  law. The parties shall not be deemed to be
joint  venturers or partners with regard to the subject matter of this Agreement
or otherwise.



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     4. WARRANT FOR PURCHASE OF SHARES

4.1. License Stock Warrant. As consideration for the grant of the License, XsunX
shall,  grant MVS a warrant  ("License Stock Warrant") for the purchase of up to
Five Million  (5,000,000)  shares of common stock of XsunX (the  "License  Stock
Warrant  Shares"),  the  warrant to expire  five (5) years after the date of the
grant.  The  License  Stock  Warrant  shall  be in the form of that  Warrant  To
Purchase Common Stock of XsunX, Inc.  instrument  attached hereto as Exhibit "D"
and incorporated herein by this reference.

4.2. Technology Sharing Warrant. As consideration for access to MVS know how and
Service at Cost pursuant to the technology  sharing set forth above, XsunX shall
grant to MVS a warrant to  purchase  up to one  million  shares  (1,000,000)  of
common stock of XsunX  ("Technology  Sharing  Warrant  Shares").  The Technology
Sharing Warrant shall be in the form of that Warrant to Purchase Common Stock of
XsunX, Inc. instrument attached hereto as Exhibit "E" and incorporated herein by
this reference. The Technology Sharing Warrant shall be for a five (5) year term
and subject to conditional vesting in accordance with the following provisions:

     4.2.1.  The  Technology  Sharing  Warrant shall become  exercisable  in the
amount of 250,000 shares upon the  satisfactory  completion of Phase 2 under the
MVS Phase 2 Development Agreement.

     4.2.2.  The  Technology  Sharing  Warrant shall become  exercisable  in the
amount  of  250,000  shares  upon the  satisfactory  completion,  as  reasonably
determined  by the  XsunX  Board  of  Directors,  of  any  subsequent  phase  of
development as may be defined under the an MVS future development proposal.

     4.2.3.  The  Technology  Sharing  Warrant shall become  exercisable  in the
amount of 500,000 shares upon the Commercialization of an XsunX process.

4.3. Consultancy and Advisory Warrant.  Pursuant to the offer of consultancy and
advisory services for the position of Chairman of the XsunX Scientific  Advisory
Board as set forth herein,  XsunX shall, as compensation  for Dr. Madan's advice
and consultation efforts in the furtherance of XsunX business initiatives, offer
to Dr.  Madan the grant of a warrant  ("Consultancy  and  Advisory  Warrant") to
purchase  up to  one  million  (1,000,000)  shares  of  common  stock  of  XsunX
("Consultancy and Advisory Stock Warrant Shares") in the form attached hereto as
Exhibit "G" and incorporated  herein by this  reference..  This Warrant shall be
for a five (5)  year  term  and  shall be  subject  to  conditional  vesting  in
accordance with the following provisions:

     4.3.1. The Consultancy and Advisory Warrant shall become exercisable at the
rate of 25,000  Shares per month during and up to the first  twenty-four  months
(24) of services.

     4.3.2. The Consultancy and Advisory Warrant shall become exercisable in the


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amount of 150,000 shares upon the  satisfactory  completion of Phase 2 under the
MVS Phase 2 Development Agreement.

     4.3.3. The Consultancy and Advisory Warrant shall become exercisable in the
amount of 250,000 shares upon the Commercialization of an XsunX process.


     5. Consultancy and Advisory Services

5.1. Engagement of Dr. Madan. As of the effective date of this Agreement,  XsunX
shall offer Dr. Madan the position of Chairman on the XsunX Scientific  Advisory
Board.  Pursuant to such engagement,  Dr. Madan will provide XsunX with his best
efforts and technical  expertise in the furtherance of XsunX process and product
development  efforts.  The  exclusive  compensation  of Dr Madan shall be solely
pursuant  to  the  terms  of  such  engagement  as set  forth  in  that  certain
Consultancy  and  Advisory  Agreement  the form of which is  attached  hereto as
Exhibit "F" and incorporated herein by this reference.


     6. INTELLECTUAL PROPERTY

6.1. Ownership of Intellectual  Property.  Notwithstanding the License set forth
herein,  the intellectual  property of each party shall be deemed to be owned by
and constitute the proprietary  intellectual  property of the party who owns the
same. No party shall take any acts inconsistent with the foregoing.

6.2.  Ownership of Licensed  Patents.  MVS and Dr. Madan represent to XsunX that
they,  jointly or severally,  own the Licensed  Patents and Technology  free and
clear of any claim,  charge,  or lien,  possess  the right to grant the  License
hereunder,  and have received no notice that the Licensed Patents and Technology
are not valid or infringe in any way on the intellectual  property rights of any
party.

6.3. Remedies. XsunX shall have the following remedies, and the following rights
and obligations shall apply, in the case of a claim of infringement  against any
of the Licensed  Patents and  Technology  or any works based  thereon or derived
therefrom:

     6.3.1.  XsunX  shall  notify  MVS of the  assertion  of any claim  that the
Licensed Patents and Technology or the use thereof under this Agreement violates
the trade secret,  trademark,  copyright,  patent, or other proprietary right of
any  other  party,  and  shall  cooperate  with  MVS  in the  investigation  and
resolution of any such claim.

     6.3.2. If the Licensed Patents and Technology  become, or in the opinion of
either party are likely to become,  the subject of a claim of infringement,  MVS
shall not have the  obligation  to defend or procure  the right for XsunX or its
sub  licensees,  representatives,  successors  or assigns to continue  using the


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Licensed Patents and Technology but, shall have the obligation to cooperate with
XsunX  in the  investigation  and  resolution  efforts  on the  part of XsunX to
defend,  or procure  such rights.  Dr. Madan or MVS may decide to take  separate
action at their expense to resolve such disputes,  claims, lawsuits, Etc, to the
extent they think appropriate to protect their interests in the Licensed Patents
and Technology.

6.4.  Placement  of Marks.  The  parties  each agree not to remove,  deface,  or
destroy any copyright, patent notice, trademark, service mark, other proprietary
markings,  or confidential or protective legends placed on, within or associated
with the Licensed Patents and Technology or any patent, copyright, trademark, or
service mark  pertaining to any of their  intellectual  property of the parties.
The parties shall mark,  and shall require any  sublicensee to mark, any and all
material forms of any products incorporating the Licensed Patents and Technology
or any Derivative Works, and all packaging pertaining thereto,  made and sold in
the United  States,  or imported  into the United  States,  with an  appropriate
patent marking  identifying the pendency of any U.S.  patent  application or any
issued  U.S.  or  foreign  patent  forming  any  part of  Licensed  Patents  and
Technology,  to the extent applicable.  All products  incorporating the Licensed
Patents  and  Technology  or any  Derivative  Works  shipped  to or sold in,  or
imported into,  other  countries  shall be marked in such a manner as to provide
notice to potential  infringers  pursuant to the patent laws and practice of the
country of manufacture or sale, or importation.

6.5. Use of Names. Each party agrees that it will not use the name, trademark or
other  identifier of any other party for any  advertising,  promotion,  or other
commercially  related  purpose  without the express prior written consent of the
other  party.  Nothing  contained  in  this  Agreement  shall  be  construed  as
conferring  any  right to use in  advertising,  publicity  or other  promotional
activities  any name,  trade name,  trademark  or other  designation  of a party
hereto  including  any  contraction,  abbreviation  or  simulation of any of the
foregoing,  unless the express  written  permission  of the other party has been
obtained,  provided that XsunX may state the existence of this Agreement and the
fact that all of the parties  entered into it. For the purposes of XsunX public,
investor and  business  relations  MVS and Dr.  Madan agree not to  unreasonably
withhold such approval.

6.6.  Maintenance of Licensed  Patents.  Except for Derivative  Works, MVS shall
have sole responsibility for filing,  prosecution and maintenance of any and all
patent  applications,  whether  pending or not yet filed as of the  Commencement
Date, in the Licensed  Patents and Technology,  and of the maintenance and other
management of any and all issued patents in the Licensed Patents and Technology.

6.7. Prosecution of New Patents.  XsunX shall have the sole right and obligation
to file any New Patents after the Commencement Date pertaining to the Derivative
Works, and shall be solely  responsible for filing,  prosecution and maintenance
of any and all patent  applications,  whether pending or not yet filed as of the
Commencement  Date, in the Derivative  Works,  and of the  maintenance and other
management of any and all issued patents in the Derivative  Works. Dr. Madan and


                                       10
<PAGE>

MVS shall have the  obligation to timely consult with XsunX as to the status and
patentability  of Derivative  Works.  All Expense for patent  searches and legal
analysis of such shall be at the expense of XsunX.

6.8. Licensed Patents and Technology Patent Status. MVS and Dr. Madan shall keep
XsunX  informed  of the status of any and all  patents  and patent  applications
comprising  Licensed  Patents and  Technology  and shall provide to XsunX timely
copies of all correspondence  with the United States Patent and Trademark Office
(as well as any foreign  equivalent  bodies),  and shall  provide XsunX with the
opportunity  from time to time to advise MVS and Dr.  Madan on courses of action
respecting  the  management of patents in the Licensed  Patents and  Technology,
provided MVS shall have sole  authority and obligation to prosecute and maintain
the Licensed Patents and Technology.  If MVS determines that it will not be able
to properly  prosecute or maintain any of the Licensed  Patents and  Technology,
MVS will provide  timely notice to XsunX and shall  provide to XsunX  reasonable
opportunity to prosecute or maintain such Licensed Patents and Technology. XsunX
will likewise inform Dr. Madan and MVS of the patent status of Derivative Works.

6.9.  Infringement  by Third Party.  Each party shall promptly  inform the other
party of any alleged infringement of, Licensed Patents and Technology or any New
Patents, by a third party of which that party is aware and provide any available
evidence  thereof.  Each party will promptly inform the others of any actions or
possible  actions by third parties which may affect the ownership or validity of
the Licensed Patents and Technology.

6.10.  Settlement of Infringement by Third Party. During the term of exclusivity
of the License granted hereunder, XsunX shall have the first right to settle any
alleged infringement of Licensed Patents and Technology by securing cessation of
the  infringement,  instituting  suit against the infringer,  or entering into a
sublicensing  agreement in and to relevant  patents in the Licensed  Patents and
Technology.  So  long  as  Dr.  Madan  and  MVS do not  seek  compensation  as a
requirement  for  settlement  the right of settlement by XsunX is subject to the
approval of MVS, which approval shall not be unreasonably withheld.

6.11. Participation.  In the event that XsunX institutes suit against an alleged
infringer  during the term of  exclusivity  as provided in this  Agreement,  MVS
shall, at its own expense, fully and promptly cooperate with XsunX in connection
with any such suit.


                                       11
<PAGE>

     7. CONFIDENTIAL INFORMATION

7.1. Confidential  Information.  For purposes of this Agreement,  and subject to
the following  provisions of this Agreement,  "Confidential  Information"  shall
mean all  non-public  information  pertaining  to (i) the  Licensed  Patents and
Technology,  (ii) the Derivative Works,  (iii) the intellectual  property of MVS
and Dr. Madan, and (iv) the intellectual  property of XsunX, whether in written,
graphic,  oral or other tangible form,  including  without  limitation all data,
algorithms,  formulae,  techniques,  improvements,  technical drawings, computer
software and materials.

7.2. Exceptions. Notwithstanding any other provisions of this Agreement, a party
shall be free from any obligations of  confidentiality  hereunder  regarding any
information which is or becomes:

     7.2.1.  already  known to such  party,  other than under an  obligation  of
confidentiality, at the time of disclosure;

     7.2.2.  generally  available to the public or otherwise  part of the public
domain at the time of disclosure to such party;

     7.2.3.  generally  available to the public or otherwise  part of the public
domain after its disclosure other than through any act or omission of such party
in breach of this Agreement or other agreement or legal obligation;

     7.2.4. subsequently lawfully disclosed to such party by a third party under
no obligation of confidentiality to the other party;

     7.2.5.  independently  developed  by such  party as  documented  by written
evidence;

     7.2.6. approved for release by written authorization of the other party;

     7.2.7.  furnished  to a third  party by any other  party  without a similar
restriction on the third party's rights; or

     7.2.8. disclosed pursuant to the requirement of a governmental agency.

7.3. Protection of Confidential Information. MVS, Dr. Madan, and XsunX agree not
to engage in unauthorized  disclosure or use of Confidential  Information and to
take  reasonable  measures  to  prevent  unauthorized   disclosure  and  use  of
Confidential   Information,   including  without  limitation  taking  reasonable
measures  to prevent  creating  a  premature  bar to a United  States or foreign
patent  application.  Each party shall limit access to Confidential  Information
received  from  the  other  party  to  those  persons  having  a need to know in
connection with the Agreement and License,  the technology  sharing  anticipated
hereunder,  the MVS Phase 2 Agreement,  or in the operation of the businesses of


                                       12
<PAGE>

MVS and/or XsunX and shall use reasonable efforts to ensure that any such person
receiving  Confidential  Information  understands  its  confidential  nature and
agrees not to make  unauthorized  disclosure or use thereof.  Each party further
agrees  to  employ  no less  than  the same  measures  to  protect  Confidential
Information that it uses to protect its own valuable information.

7.4.  Identification  of  Confidential  Information.   The  parties  shall  take
reasonable  measures  to mark  and  identify  all  Confidential  Information  as
confidential.   Confidential   Information  disclosed  in  oral  form  shall  be
identified as such by the disclosing  party to the other party in writing within
fourteen (14) days of any such disclosure. Information that is not marked or not
identified  in  writing  as  confidential   within  such  period  shall  not  be
Confidential  Information.  Upon termination of this Agreement and to the extent
otherwise  consistent with this Agreement,  any Confidential  Information of the
disclosing party shall be promptly returned or destroyed upon written request of
the disclosing party.

7.5.   Independent   Development.   In  no  event  shall  the   obligations   of
confidentiality  set forth in this  Agreement  be construed to limit any party's
right to  independently  develop products or conduct research without the use of
any other party's Confidential  Information,  except as may be expressly limited
by this Agreement or any other applicable agreements between the parties.

7.6. 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 in its commercial and other products, within the
XsunX  Field of Use and the  development  of the  Business of XsunX and the same
shall  not be  deemed  a  violation  of this  Agreement  or the  confidentiality
provisions contained herein.

7.7.  Term.  The Parties  agree that,  unless  otherwise  mutually  agreed to in
writing,  the  obligations  regarding  nondisclosure,  protection  and nonuse of
Confidential  Information set forth in this Agreement  shall, in any event,  end
ten (10) years after termination of this Agreement.

7.8. Press Releases. Any press release, XsunX disclosures and advertisement made
by XsunX relating to MVS or Dr. Madan shall be subject to the approval of MVS or
Dr.  Madan  prior to public  release.  MVS and Dr.  Madan will not  unreasonably
withhold such approval and agree to respond to such requests for approval within
two (2) business days.

     8. REPRESENTATIONS AND WARRANTIES

8.1.  Representations  and Warranties of XsunX. XsunX represents and warrants to
MVS, as of the date of the effective date of this Agreement, as follows:

     8.1.1.  XsunX is duly organized,  authorized and in good standing under the
laws of the State of Colorado.



                                       13
<PAGE>

     8.1.2.  XsunX has the full power and  authority  to  execute,  deliver  and
perform  this  Agreement.  XsunX  has the  right,  power,  legal  capacity,  and
authority to enter into and perform its obligations under this Agreement, and no
approvals  or  consents  of any  persons  other  than  XsunX  are  necessary  in
connection with it.

     8.1.3.  The execution and delivery of this Agreement by XsunX has been duly
authorized by all necessary corporate action on the part of XsunX.

     8.1.4. This Agreement is valid,  binding,  and enforceable against XsunX in
accordance with its terms and no provision requiring the performance of XsunX is
in  conflict  with the  obligations  of XsunX  under  any  charter  or any other
agreement  (of  whatever  form or subject) to which XsunX is a party or by which
XsunX is bound.

     8.1.5. To the best knowledge of XsunX, XsunX is not aware of any claims and
is not a party to any suit,  action or proceeding that would impair,  prejudice,
hinder, or prevent the transactions proposed in this Agreement.

8.2.  Representations  and  Warranties of MVS and Dr.  Madan.  MVS and Dr. Madan
represent and warrant to XsunX,  as of the date of execution of this  Agreement,
as follows:

     8.2.1.  MVS is duly  organized,  authorized  and in good standing under the
laws of the state of Colorado.

     8.2.2.  MVS and Dr.  Madan have the full power and  authority  to  execute,
deliver and perform this  Agreement.  MVS and Dr.  Madan have the right,  power,
legal capacity,  and authority to enter into and perform its  obligations  under
this  Agreement,  and no approvals or consents of any persons other than MVS and
Dr. Madan are necessary in connection with it.

     8.2.3.  The execution  and delivery of this  Agreement by MVS has been duly
authorized by all necessary corporate action on the part of MVS.

     8.2.4. This Agreement is valid,  binding,  and enforceable  against MVS and
Dr.  Madan  in  accordance  with  its  terms  and  no  provision  requiring  the
performance  of MVS or Dr. Madan is in conflict with the  obligations  of MVS or
Dr. Madan under any charter or any other agreement (of whatever form or subject)
to which MVS or Dr. Madan is a party or by which MVS or Dr. Madan is bound.

     8.2.5.  To the best  knowledge  of MVS and Dr.  Madan,  neither MVS nor Dr.
Madan  is a party to any  suit,  action  or  proceeding  that  would  impair  or
prejudice the Licensed  Patents and Technology or impair,  prejudice,  hinder or
prevent the transactions proposed in this Agreement.


                                       14
<PAGE>

     8.2.6.  MVS and Dr. Madan,  jointly or  severally,  own all of the Licensed
Patents  and  Technology  in its,  his,  or their  own  name  and are in  lawful
possession  thereof.  Both MVS and Dr. Madan possess the requisite power, right,
and ability to license the Licensed  Patents and  Technology  hereunder to XsunX
free and clear of any liens,  encumbrances,  pledges, and restrictions,  subject
only to liens,  encumbrances,  pledges, or restrictions  heretofore disclosed in
writing by MVS to XSUN, if any.

8.2.7. As of the effective date of this Agreement, MVS and Dr. Madan have
promptly and timely performed all acts reasonably necessary or proper in order
to file, prosecute, perfect, obtain, defend, and maintain the Licensed Patents
and Technology and any and all patent applications pertinent to the XsunX Field
of Use, and shall at all times hereunder continue, to a commercially and legally
reasonable extent, to promptly, timely, and diligently file, prosecute, and
maintain the same at their own cost and expense.


     9. INDEMNIFICATION

9.1.  Indemnification  of the Parties.  Unless otherwise  provided or limited by
this  Agreement,  the  parties  hereto  shall  each  indemnify,  defend and hold
harmless  the  other  and  each of its or  their  directors,  officers,  agents,
employees and  controlling  persons (within the meaning of the Securities Act of
1993, as amended) against any losses, claims, damages or liabilities (or actions
or proceedings in respect  thereof)  relating or arising out of this  Agreement,
and shall  reimburse the other and each other person  indemnified  hereunder for
all  legal  and  other   expenses   reasonably   incurred  in  connection   with
investigating or defending any such loss, claim,  damage,  liability,  action or
proceeding  in  connection  with pending or  threatened  litigation in which any
party or any of its  directors,  officers,  agents,  employees  and  controlling
persons is a party, provided, however, that no party shall be liable in any such
case for  losses,  claims,  damages,  liabilities  or  expenses  that a court of
competent  jurisdiction  shall have  found in a final  judgment  to have  arisen
primarily  from the willful  misconduct  or  malfeasance  or misconduct or gross
negligence of the party claiming a right to indemnification.

9.2.  Indemnification  Procedure.If any proceeding shall be instituted involving
any  person in  respect  of whom  indemnity  may be  sought,  such  person  (the
"indemnified party") shall promptly notify the other party, and, upon request of
the  indemnified   party,  the  other  party  shall  retain  counsel  reasonably
satisfactory  to the indemnified  party to represent the  indemnified  party and
shall pay as incurred the reasonable  fees and expenses of such counsel  related
to such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel at its own expense,  except that the other party
shall  pay as  incurred  the  fees  and  expenses  of  such  counsel  if (i) the
indemnified  party  and the  other  party  shall  have  mutually  agreed  to the
retention  of such  counsel  or, (ii) the named  parties to any such  proceeding
(including any impleaded  parties)  include both the  indemnified  party and the
other party and  representation  of both  parties by the same  counsel  would be
inappropriate, in the reasonable opinion of the indemnified party, due to actual


                                       15
<PAGE>

or potential  differing  interests  between them. In no event shall any party be
liable for the fees and  expenses of more than one  counsel for all  indemnified
parties in  connection  with any one action or  separate  but similar or related
actions arising out of the same general  allegations or circumstances.  No party
shall be liable  for any  settlement  of any  proceeding  effected  without  its
written  consent,  but if  settled  with  such  consent  or if  there be a final
judgment, the parties agree to indemnify the indemnified party to the extent set
forth in this Agreement.

9.3.  Contribution.  If a claim for  Indemnification  under  this  Agreement  is
determined  to be  unenforceable  by a final  judgment  of a court of  competent
jurisdiction, then the parties shall contribute to the aggregate legal costs and
expenses,  losses,  claims,  damages or liabilities to which the party suffering
damages, or its officers,  directors,  agents, employees or controlling persons,
may be subject in such amount as is appropriate to reflect the relative benefits
received by each of the parties  hereto in comparison to the relative  faults of
each of the parties, as well as any relevant equitable considerations, provided,
however, that no person adjudged guilty of fraudulent  misrepresentation (within
the meaning of paragraph 11 (f) of the  Securities  Act of 1933,  as amended) or
willful misconduct or gross negligence in a final judicial  determination  shall
be entitled to contribution hereunder.


     10. SECURTIES COMPLIANCE

10.1.  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, 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
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
                  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.


                                       16
<PAGE>

10.2. 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 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  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.

10.3. 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
on the  certificate  or  certificates  representing  the shares  pursuant to the
restrictions on transfer of the shares imposed by Rule 144.


     11. MISCELLANEOUS.

11.1.  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 party to this Agreement,  nor
shall any  provision  give any third person any right of  subrogation  or action
over against any party to this Agreement.

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

11.3. 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 Agreement.


                                       17
<PAGE>

11.4. Entire Agreement.  This Agreement,  including all exhibits,  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 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.

11.5. Notices. Any and all notices,  demands,  requests, or other communications
required or permitted by this  Agreement or by law to be served on, given to, or
delivered to any party hereto by any other party to this  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.

11.6. Authorization. The parties hereto represent and warrant that they are duly
authorized  to execute  this  Agreement  on behalf of such party and the persons
executing  this  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 Agreement on behalf of such party.

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

11.8.  Assignment.  This 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
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.

11.9. 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  Agreement,  or  because  of  an  alleged  dispute,   breach,  default,  or
misrepresentation in connection with any of the provisions 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  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.

11.10.  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


                                       18
<PAGE>

purpose and intent of the Agreement,  including,  but not limited to, the making
of filings with the United States Patent and Trademark Office.

11.11. Severability.  The provisions of this 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 effected,  the
parties   agree  to  substitute   therefore  a  provision   which  most  closely
approximates the relative rights and obligations intended by the parties.

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

11.13. Time of Essence. Time is of the essence of this Agreement.

11.14.  Governing Law. This 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 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


                                       19
<PAGE>

                                    EXHIBIT A


                                      COSTS

Subject to the terms and  conditions  of the  Agreement  it is  intended  by the
parties  that MVS will  provide  Services to XsunX at cost  without  mark-up for
profit.  These  services  will be specific to phased  research  and  development
efforts for the continued  development of XsunX technology.  It is intended that
MVS will bill XsunX monthly for actual and authorized  Services  provided in the
previous monthly period.  Services may be authorized subject to approved written
proposals  in advance.  It is  understood  by the  parties  that  estimates  for
Services are subject to cost fluctuation associated with normal unknown research
and development difficulties.  MVS will use its best efforts ("Best Efforts") to
provide  Services  in a  professionally  managed and  expeditious  manner to the
benefit of XsunX and the cooperative venture. Any actual or anticipated increase
in proposed costs will be submitted to XsunX prior to  provisioning  of Services
for approval by XsunX. XsunX may, upon ten days (10) written notice,  request to
inspect the books associated with the Services  rendered.  Service costs will be
managed, in general,  under the following guidelines,  overhead tables and terms
of the Agreement:

1. All  employees  are  required  to provide a time sheet at the end of each pay
period and the costs for a particular project is determined on a continual basis
for all the materials/labor costs/ all applicable rates.

2. The labor fringe  benefit covers the items such as,  employee  benefits (e.g.
medical,  dental etc.),  vacation/holiday  pay, sick personal  time,  IRA plans,
payroll taxes,  and workman's comp  insurance.  Billed at 34.78% of direct labor
costs

3. The labor overhead rates covers items such as gasses,  insurances  (property,
liability),  maintenance,  safety,  mail, shipping costs,  facility rent, office
supplies, shop supplies,  telephone, trash removal,  utilities. Billed at 25.02%
of direct labor costs.

4. G and A rate covers items such as bank charges,  contributions and conations,
consultants, copier lease, depreciation expense, dues and subs., contract labor,
hiring costs, interest expense, janitorial,  indirect wages, legal fees, license
expense, burglar alarm monitoring,  employee morale,  businesses  entertainment,
payroll expense, professional development,  registration, mileage reimbursement,
equipment rental,  office machines,  overhead travel costs.  Billed at 17.42% of
total materials and labor costs.








                                       20
<PAGE>



                                    EXHIBIT B

                         LICENSED PATENTS AND TECHNOLOGY

1. MVS has been in the business of selling  technology  and systems  since 1989.
The  technology  covers  opaque  and  semi-transparent  solar  cells,  thin film
transistors,  imaging,  spatial  light  modulators,  and memory  devices.  These
seemingly  different  applications  have a common  underlying  theme and rely on
amorphous silicon (doped and undoped) and their alloys such as amorphous silicon
carbide,  amorphous SiGe and their close variants,  dielectric materials such as
SiNx, SiNOx, and metallization using sputtering and evaporation techniques.
        (i)    MVS,  prior to this  agreement has designed,  built and delivered
               systems for the above  mentioned  applications  and are  commonly
               referred  to as cluster  tools.  The  cluster  tools  incorporate
               sophisticated  technologies using PECVD, HWCVD (Hot Wire chemical
               vapor  deposition),  laser  crystallization,  and sputtering.  In
               addition MVS has also designed and in many cases provided On- and
               OFF-axis  sputtering  systems,  MOCVD ( metallo organic  chemical
               vapor deposition)  system,  specialized  custom built systems for
               remote PECVD ( plasma enhanced chemical vapor depositions), RIE (
               reactive  ion etching ) systems,  pulse  PECVD,  modified  pulsed
               PECVD, thermal  evaporation,  in line mass production systems for
               SiNx  to coat  multi-crystalline  Si  solar  cells,  I-V  testing
               stations,  bubblers for  chemical  delivery,  CIS  systems,  CdTe
               systems, and gas manifold cabinets
        (ii)   The cluster tool design, allows for upgrades for up to 8 chambers
               (Modular Process Zones-MPZ's) stationed around a central circular
               evacuated  isolation and transfer  zone (ITZ);  the ITZ houses an
               accurate  and  precise  robotic  arm  which  works on a "pick and
               place"  principle  and serves to  insert,  extract  and  transfer
               substrates from one MPZ to another in any sequence.  Hence,  this
               versatile  configuration  allows the  deposition  in any sequence
               whatsoever;  another major  advantage of this approach is that as
               each MPZ has gate valves present between it and the ITZ, then any
               cross  contamination   (crucial  to  obtaining  high  performance
               electronic devices) is thus prevented.
        (iii)  The  systems  are also  designed  in modular  fashion,  such that
               single MPZ systems can, via retrofits, be expanded into a cluster
               tool.
        (iv)   The cluster  tools are  designed  such that they can be co-joined
               for increased output.
        (v)    The cluster tools can be for rigid substrates or for reel-to-reel
               cartridges (cassettes).
        (vi)   The systems have also been used for in line operation,  for rigid
               as well as flexible substrates.

2. MVS has developed know how in solar cells and has been either granted several
patents or has applied for or intends to apply for  patents.  The patents are as
follows.
        (i)    US 6,488,777 B2, US 6,258,408 B1- Semiconductor vacuum deposition
               system and method having a reel-to reel substrate cassette.
        (ii)   Us 6,472,622 B2- Hot Wire  deposition  method and apparatus using
               graphite hot rods.
        (iii)  US Provisional Patent Application serial number 60/536,151- three
               terminal and four terminal  solar cells,  solar cell panels,  and
               method of manufacture. (Note: This is a broad patent which covers
               the use of various approaches to lead to high efficiency devices,
               whether they are semi transparent or opaque.
        (iv)   MVS may decide to file a  restricted  patent  application  on the
               Section 1.1 (iii).
        (v)    MVS  intends  to  file a  patent  on the  modified  pulsed  PECVD
               technique.
        (vi)   MVS may  decide  to  file  other  patents  as the  technology  is
               developed.


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                                    EXHIBIT C

                    FORM OF MVS PHASE 2 DEVELOPMENT AGREEMENT











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                                    EXHIBIT D

                          FORM OF LICENSE STOCK WARRANT




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                                    EXHIBIT E

                       FORM OF TECHNOLOGY SHARING WARRANT


























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                                    EXHIBIT F


                   FORM OF CONSULTANCY AND ADVISORY AGREEMENT








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                                    EXHIBIT G

                    FORM OF CONSULTANCY AND ADVISORY WARRANT








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