TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT

         THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT ("Agreement") is made
effective as of this 1st day of January,  2007 ("Effective Date") by and between
XsunX,  Inc.,  a  Colorado  Corporation  ("XsunX"),  and  Sencera,  LLC, a North
Carolina Limited  Liability  Company  ("Sencera").  XsunX and Sencera are herein
referred to individually as a "Party" and collectively as the "Parties."

                                 R E C I T A L S

         A. WHEREAS, Sencera has developed and continues to develop technologies
and processes pertaining to a unique plasma deposition source for the coating of
large-area  substrates  with  highly  engineered  thin  film  coatings.  Sencera
believes that its  high-density  plasma source is capable of depositing  certain
coatings,  including  silicon,  at superior  rates,  low  temperatures  and high
quality  levels,  making  it  attractive  for use in solar  cells.  Sencera  has
developed  its own  intellectual  property and also has rights to certain  other
intellectual property related to this technology;

     B. WHEREAS,  XsunX has developed and continues to develop  technologies and
processes  for   semi-transparent   and  opaque  solar  cells  and  photovoltaic
technologies,  solar cell  panels,  and methods of  manufacture  relating to the
same. XsunX has intellectual  property rights under U.S. Patent Nos.  6,180,871;
6,320,117;  6,509,204;  6,488,777;  6,258,408;  6,472,622;  and U.S. Provisional
Application No. 60/536,151;

     C.  WHEREAS,  Sencera  desires to grant,  and XsunX  desires to receive,  a
license  under  its  technology  to XsunX for use in  certain  commercialization
efforts by XsunX;

     D. WHEREAS,  Sencera wishes to borrow from XsunX, and XsunX desires to loan
to Sencera the sum of $1,500,000  to be applied to the costs of the  development
effort the parties intend to undertake herein, in accordance with the terms of a
Secured Loan  Agreement to be executed  contemporaneously  with the execution of
this Agreement; and

     E.  WHEREAS,  XsunX is  interested  in exploring the viability of Sencera's
technology  for its future thin film  silicon  solar cell  products.  Sencera is
likewise interested in developing its technology for application in solar cells.

     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

         Unless  otherwise  provided  herein,  capitalized  terms  used  but not
otherwise  specifically  defined herein shall have the meanings ascribed to them
in this  Agreement,  "days" shall mean  calendar  days,  "including"  shall mean
"including without  limitation," and the following terms shall have the meanings
stated below:



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     1.1  "Agreement"  shall  mean  this  Technology   Development  and  License
Agreement,  including the exhibits  attached  hereto,  which are incorporated by
reference herein.

     1.2 "Confidential Information" shall mean any and all information: (a) that
is conveyed or presented in oral or written or other  tangible form, (b) that in
the case of written or other  tangible  form is marked  with a legend such as or
similar to "CONFIDENTIAL  INFORMATION" or "PROPRIETARY  INFORMATION,"  including
the owner's name or, in the case of oral information,  is so denoted at the time
of disclosure and (c) that (i) relates to a Party's  business plans,  production
processes,  inventions,  discoveries or any other aspect of a Party's  business,
and/or  (ii)  belongs  to  third  parties  and was  obtained  by a  Party  under
restrictions  on  disclosure  and/or use in which case such  information  may be
marked  as  being  confidential  or  proprietary  to such  third  parties.  Such
information  may  include,  by way of example,  know-how,  algorithms,  software
programs,  schematics,   processes,  source  documents,   materials,  contracts,
customer information,  financial  information,  personnel  information,  product
development,  engineering,  strategic  and tactical  plans,  sales and marketing
plans, and business plans.

     1.3 "Field of Use A" shall mean the field of deposited solar cells.

     1.4 "Field of Use B" shall mean the  field:  (a) as claimed in U.S.  Patent
Nos. 6,180,871;  6,320,117;  6,509,204; 6,488,777; 6,258,408; 6,472,622; and (b)
as claimed in U.S.  Provisional  Application No. 60/536,151;  and (c) for use in
semi-transparent photovoltaic devices,  multi-terminal photovoltaic devices, and
cassette-based roll-to-roll manufacturing equipment.

     1.5 "Improvement"  shall mean (a) with respect to Sencera  Technology,  any
new or  modified  product or process  that  performs  the same  function  as the
Licensed  Products or Licensed  Process or Licensed  Intellectual  Property in a
better or more economical way ("Sencera  Improvement");  and (b) with respect to
XsunX Technology,  any new or modified product or process that enables the XsunX
Technology to perform in a better or more economical way ("XsunX Improvements").

     1.6 "Licensed Intellectual Property" shall mean Sencera
Technology  including,  but not limited to, all patents and patent  applications
(including the Licensed Patents), trademarks,  trademark applications,  designs,
copyrights,  copyright applications,  inventions,  know-how, trade secrets, mask
works,  technical  information,   drawings,  data,  computer  programs,  testing
specifications and procedures and the like; and all Sencera Improvements.

     1.7  "Licensed  Patents"  shall mean the  patents  and patent  applications
described  in Exhibit A attached  hereto,  as well as (i) all pending and issued
divisions,  continuations,   continuations-in-part,   reissues,  reexaminations,
substitutes  and  extensions  thereof;  (ii)  all  foreign  patents  and  patent
applications  relying for priority on any of the foregoing including all pending
and   issued   divisions,   continuations,   continuations-in-part,    reissues,
reexaminations,  substitutes and extensions  thereof;  and (iii) and all pending
and   issued   divisions,   continuations,   continuations-in-part,    reissues,
reexaminations, substitutes and extensions thereof relating to Improvements.



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     1.8  "Licensed  Products"  shall  mean  any and all  products  manufactured
utilizing  methodologies  or  processes  that utilize any aspect of the Licensed
Intellectual Property.

     1.9  "Licensed  Process"  shall mean any  methodologies  or processes  that
utilize any aspect of the Licensed Intellectual Property.

     1.10 "Licensed Territory" shall mean worldwide.

     1.11 "Phase" shall mean an individual  task or set of tasks to be completed
by a Target Date as set forth herein.

     1.12  "Royalty"  shall mean the  payment by a Party of a certain  amount of
revenues earned from the exploitation of any or all of the Licensed Intellectual
Property as set forth herein.

     1.13 "Sencera  Technology" shall mean all existing technology of Sencera in
existence as of the Effective Date of this Agreement, and any and all technology
and intellectual property,  including any Licensed Products or Licensed Process,
conceived or developed during the Term.

     1.14  "Target  Date" shall mean the date by which a Phase is intended to be
completed.

     1.15 "XsunX  Technology"  shall mean all  existing  technology  of XsunX in
existence as of the Effective Date of this Agreement  including U.S. Patent Nos.
6,180,871;  6,320,117;  6,509,204;  6,488,777;  6,258,408;  6,472,622;  and U.S.
Provisional Application No. 60/536,151.

2.   DEVELOPMENT - PHASE II

     2.1  Development.  In accordance  with the terms of this Section 2, Sencera
shall,  at its cost (funded with proceeds of the loan from XsunX or  otherwise),
lead a joint  development  program with XsunX to develop a Licensed Process that
will produce silicon material at deposition rates expected to produce cells at a
cost of less than $1 USD per Watt in Phase III below;  specifically rates of >90
Angstrom-meters  per minute (> 15 Angstroms per second  equivalent  static rate)
for the manufacture of thin film solar cells and other  technology in accordance
with the Sencera Development Plan, a copy of which is attached hereto as Exhibit
B and  incorporated  herein by reference,  said  development  phase  referred to
herein as ("Phase II"). Sencera will, in addition to the reporting  requirements
in the Development Program, provide XsunX with periodic reports on the status of
efforts  undertaken in connection  with this Phase II, at least as frequently as
once  each  month,  and with  access  to key  technical  personnel  and  records
reflecting  such activity upon reasonable  request,  and provide sample material
for independent XsunX use in conjunction with reports or when available.

     2.2 Target Date. The Target Date to complete Phase II is August 31, 2007.



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3.   DEMONSTRATION - PHASE III

     3.1 Demonstration.  Sencera and XsunX shall,  pursuant to terms as shall be
mutually  agreed,  jointly design and build a production  demonstration  tool to
demonstrate rate and cost scaling for use in joint marketing production hardware
and  processes;  target  cost  is  less  than  $1  (USD)  per  peak  watt,  said
demonstration  phase  referred  to herein as ("Phase  III").  Sencera  will,  in
addition to the reporting requirements in the Development Program, provide XsunX
with periodic  reports on the status of efforts  undertaken  in connection  with
this Phase III, at least as  frequently  as once each month,  and with access to
key technical  personnel and records  reflecting  such activity upon  reasonable
request.

     3.2 Costs.  During this Phase III, XsunX and Sencera will share equally all
Non-Refundable  Engineering  (NRE) and build costs for equipment  related to the
scale-up  and  implementation  of  Sencera  Technology  for  the  production  of
high-rate Plasma Enhanced Chemical Vapor Deposition (PECVD) silicon solar cells.

     3.3 Target Date. The Target Date to complete Phase III is August 31, 2008.

4.   JOINT MARKETING - PHASE IV

     4.1 Joint  Marketing.  XsunX  and  Sencera  shall,  subject  to  successful
completion of the Development Phases, jointly and, pursuant to terms as shall be
mutually agreed, determine and implement a plan to market and sell equipment and
processes for high-rate  deposited  silicon  solar cells,  said joint  marketing
phase  referred to herein as ("Phase IV").  Each of XsunX and Sencera shall have
the right to independently market or sell such equipment and processes, as well.

     4.2  XsunX  shall,  subject  to  its  reasonable  discretion  enter  into a
sublicense agreement with any third party wanting to obtain the right to use the
Licensed Process.  The sublicense  agreement shall require that each sublicensee
pay a Royalty to use the  Licensed  Process.  The  Royalty  shall be based on an
energy  production  basis. The Royalty shall be paid directly to XsunX but XsunX
agrees to share the Royalty with Sencera in accordance  with the following terms
and  conditions:  If cell  manufacturing  costs are less than $1 per peak  watt,
Sencera's  portion of the  Royalties  shall be one half  (50%) of the  Royalties
actually  received and collected  from a licensee by XsunX for the production of
solar cells that employ the Licensed Process; provided, however, that in no case
shall  the  minimum  be less  than $ 0.15 per  peak  watt of  manufactured  cell
capacity.

     4.3 The Royalty  rate or basis may be revised if: (a) Sencera  licenses the
Licensed  Process to another  licensee under more favorable terms than the terms
of the present  Agreement,  in which case XsunX shall be entitled to the same or
better   terms;   (b)   an   objective   industry   pricing   index   (such   as
www.solarbuzz.com)  indicates that the present structure is not supported by the
market which shall be indicated by the average retail price of a solar PV module
falling below $3.00 per peak watt; or (c) both Parties agree to a modification.



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     4.4 XsunX shall sublicense for and pay to Sencera a Royalty: (a) at the end
of the first twelve month  period  commencing  six months after the end of Phase
II, a minimum  annual  payment  equivalent to the Royalty that would be due from
the  licensing  of 25 MW annual  solar  cell  manufacturing  capacity  using the
Licensed  Process;  and (b)  commencing one year after the  commencement  of the
period  defined in Section  4.4(a),  and for each  successive 12 calendar  month
period  thereafter  for the  duration  of the  Term,  a minimum  annual  payment
equivalent  to the Royalty that would be due from the  licensing of 50 MW annual
solar cell  manufacturing  capacity  using the Licensed  Process.  The foregoing
minimum requirement must be met to maintain the license granted herein. .

     4.5 XsunX  agrees to keep and provide to Sencera  records,  upon  Sencera's
request at least fifteen days in advance,  showing the amounts  collected  under
any  sublicense  granted  in  sufficient  detail to enable any  Royalty  payable
hereunder by a sublicensee to be determined. XsunX further agrees to permits its
books and records to be examined  from time to time,  upon  fifteen days advance
notice, to the extent necessary to verify any records provided to Sencera,  such
examination  to be made at the  expense of Sencera by any auditor or other agent
appointed by Sencera.  Such  examination  shall be subject to the execution of a
suitable  non-disclosure  agreement  for the  benefit of XsunX by any auditor or
other agent appointed by Sencera.

     4.6 XsunX shall pay  interest to Sencera  accruing  from the date a Royalty
payment is due to Sencera at the annual rate equal to the lower of either 10% or
the highest rate  permitted  under  applicable law for any Royalties not paid to
Sencera within thirty (30) days of its due date.



5.   INTELLECTUAL PROPERTY RIGHTS

     5.1 Sencera  Technology.  As between the parties hereto, and subject to the
licenses  granted to XsunX herein,  Sencera shall retain ownership of all of the
Licensed  Intellectual  Property,  provided that the parties shall be considered
joint  owners of an equal and  undivided  interest in all  Improvements  jointly
conceived  or  reduced  to  practice  (Joint   Improvements)  during  the  Term.
Improvements  conceived or reduced to practice  without  inventive  contribution
from the other party shall remain the property of the inventing  party.  Sencera
shall be  responsible  for the filing and  application  process  with respect to
Joint Improvements).

     5.2 Grant of  License.  Upon the  Effective  Date,  Sencera  shall grant to
XsunX,  and XsunX  shall  accept,  the  following  license  under  the  Licensed
Intellectual Property:

          (a) a non-exclusive  license under the Licensed  Intellectual Property
     during  the Term in the  Field of Use A in the  Licensed  Territory  to (i)
     make, have made, import,  use, market,  sell, offer for sale and distribute
     Licensed Products; (ii) use, reproduce, make derivative works from, modify,
     enhance, distribute, perform and display the Licensed Intellectual Property
     for the purposes of manufacturing,  marketing, selling and distributing the
     Licensed Products; and (iii) to authorize or sublicense others to do any or
     all of the foregoing  (i) or (ii) pursuant to the terms of this  Agreement;
     and



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          (b) an  exclusive  license  under the Licensed  Intellectual  Property
     during  the Term in the  Field of Use B in the  Licensed  Territory  to (i)
     make, have made, import,  use, market,  sell, offer for sale and distribute
     Licensed Products; (ii) use, reproduce, make derivative works from, modify,
     enhance, distribute, perform and display the Licensed Intellectual Property
     for the purposes of manufacturing,  marketing, selling and distributing the
     Licensed Products; and (iii) to authorize or sublicense others to do any or
     all of the foregoing (i) or (ii) pursuant to the terms of this Agreement.

     5.3 XsunX  Technology.  As  between  the  Parties  hereto,  and  subject to
Sencera's rights to the Sencera Technology,  XsunX shall retain ownership of the
XsunX Technology. In the event that XsunX Improvements are developed at any time
during the Term, XsunX will grant Sencera the right to negotiate a cross license
to Sencera of the right to exploit such XsunX improvements provided terms can be
mutually agreed upon.

6.   TERM AND TERMINATION

     6.1 Term.  This  Agreement  shall  commence on the Effective Date and shall
continue in effect for a period of seven (7) years from the Effective  Date (the
"Term"), unless sooner terminated under the provisions of this Agreement.

     6.2  Termination  for Cause.  Upon any material breach or default by either
Party in the  performance  of the terms of this  Agreement,  the  non-defaulting
Party shall be entitled to terminate  this Agreement upon sixty (60) days notice
to the  defaulting  Party,  specifying  the nature of the breach or  default.  A
failure by XsunX to advance any amounts  required to be advanced  under the Loan
Agreement  (other  than a failure  by reason  of  breach  of that  Agreement  by
Sencera),  or a failure of Sencera to repay such amounts in accordance  with the
terms of the Loan Agreement shall each constitute a material  default under this
Agreement and shall entitle the non-defaulting party to terminate this Agreement
as provided above.  Termination  shall become effective at the end of the notice
period  unless  the breach or  default  is cured to the  non-defaulting  Party's
reasonable satisfaction during the notice period. For clarity,  failure of XsunX
to meet any  sublicense  minimum set forth in Section 4.4 for any calendar  year
shall  constitute  a material  default by XsunX under this  Agreement  and shall
entitle  Sencera to terminate  this  Agreement as provided above and XsunX shall
not have the right to cure any such default.

     6.3 Termination  for  convenience.  At any time during the Term,  XsunX may
terminate  this  Agreement  for  convenience  by service of written  notice upon
Sencera, effective upon thirty days thereafter. In addition to the provisions of
Section 6.4, in the case of termination  under this Section 6.3: (a) XsunX shall
not be  entitled to return of any moneys  expended in the course of  development
efforts  under Phases III and IV; (b) XsunX shall not be entitled to  accelerate
the  payment of amounts  due under the Secured  Loan  Instrument;  and (c) XsunX
shall  retain  its  ownership  interest  in  the  XsunX  Technology,  the  XsunX
Improvements and the Joint Improvements as provided for in Section 5.1 herein,



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     6.4 Effect of Termination. Upon the expiration or termination
of this Agreement for any reason, (a) XsunX shall immediately stop manufacturing
the Licensed  Products or utilizing the Licensed  Process and within thirty (30)
days of the date of such  termination or expiration pay to Sencera any Royalties
that have accrued  through the date of  termination  or expiration  and (b) each
Party  shall  return or  destroy  the  other  Party's  Confidential  Information
promptly upon request therefore.

     6.5  Improvements.  The right and  license  herein  granted to XsunX  shall
extend to any Improvements of the Licensed Intellectual Property, whether or not
the  Improvements  are  patentable.  Subject to Section 5.1 herein,  Sencera and
XsunX shall jointly own equal undivided  interests in the intellectual  property
rights to all  Improvements  conceived  or  developed  jointly,  and shall  bear
equally  all  costs   associated  with  the  efforts  to  protect  such  Sencera
Improvements  whether through patents or other means of protection.  Sencera and
XsunX shall use their 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 Improvements.

7.   SECURED LOAN

     7.1 Contemporaneous with the execution of this Agreement, XsunX and Sencera
will enter into the Loan Agreement attached hereto as Exhibit C.

8.   CONFIDENTIAL INFORMATION

     8.1 Use of  Confidential  Information.  The  Party  receiving  Confidential
Information   ("Receiving   Party")  from  the  Party  disclosing   Confidential
Information  ("Disclosing Party") shall use the Confidential  Information of the
Disclosing  Party solely in connection with  performance of this Agreement or as
authorized by this Agreement.

     8.2 Exceptions.  Confidential  Information does not include any information
that:  (1) was in the  public  domain  at the  time it was  communicated  to the
Receiving  Party; (2) enters the public domain through no fault of the Receiving
Party subsequent to the time it was communicated to the Receiving Party; (3) was
in the Receiving Party's  possession without any obligation of confidence at the
time  it is  communicated  to  the  Receiving  Party;  or  (4)  is  subsequently
rightfully  communicated  to the  Receiving  Party  without  any  obligation  of
confidence;  or  (5)  is  independently  developed  by  representatives  of  the
Receiving Party who did not have access to the Disclosing  Party's  Confidential
Information.

     8.3 Non-disclosure of Confidential  Information.  The Receiving Party shall
hold confidential and protect from disclosure to unauthorized  third parties the
Confidential  Information  of the  Disclosing  Party.  In  the  event  that  the
Receiving Party is required by law, according to advice of counsel,  to disclose
Confidential  Information of the  Disclosing  Party,  the Receiving  Party shall
provide the Disclosing Party with prompt prior notice of such pending disclosure
so that the Disclosing  Party may seek a protective  order or other  appropriate
remedy  and/or waive  compliance  with the  provisions  of this  Agreement.  The
Receiving  Party shall  cooperate with any attempts by the  Disclosing  Party to
obtain such protective order or other  appropriate  remedy.  In the absence of a
protective order or a receipt of a waiver, the Receiving Party agrees to furnish
only that portion of the Confidential Information that it is legally required to
disclose and such disclosure shall not be a breach of this Agreement.


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     8.4 Degree of Care and Remedies. The Receiving Party shall use at least the
same degree of care (and,  in any event,  not less than a  reasonable  degree of
care) in  protecting  the  Disclosing  Party's  Confidential  Information  as it
exercises in protecting its own  Confidential  Information.  The Receiving Party
shall notify the Disclosing Party immediately upon discovery of any unauthorized
use or  disclosure  of  Confidential  Information  and shall  cooperate in every
reasonable  way  with  the  Disclosing  Party  to  help  regain   possession  of
Confidential Information and prevent its further unauthorized use.

     8.5  Ownership  of  Confidential  Information.   Each  Party  shall  retain
ownership of all rights, title and interest in its Confidential Information and,
except as specifically provided for in this Agreement, nothing in this Agreement
shall be  construed  to convey to either  Party any  right,  title,  license  or
interest in any Confidential Information provided by the other Party.

     8.6  Confidentiality  Obligation.  The Parties agree that, unless otherwise
mutually  agreed  to in  writing,  the  obligations  regarding  confidentiality,
nondisclosure,  protection and nonuse of  Confidential  Information set forth in
this  Agreement  shall,  in any event,  end five (5) years after  termination or
expiration of this Agreement.

     8.7 Supercede.  This Agreement shall supercede the "Mutual  Confidentiality
Agreement" entered into between the Parties as of September 18, 2006.

9.   REPRESENTATIONS AND WARRANTIES

     9.1  Representations  and  Warranties.  Each Party  hereby  represents  and
warrants that, as of the Effective Date of this Agreement:

          (a) it is duly  organized,  authorized  and in good standing under the
     state of its incorporation or formation.

          (b) it has the full  power  and  authority  to  execute,  deliver  and
     perform  this  Agreement  and has the right,  power,  legal  capacity,  and
     authority to enter into and perform its obligations under this Agreement.

          (c) to the best of its knowledge,  there are neither any claims nor is
     it a party to any suit, action or proceeding that would impair,  prejudice,
     hinder, or prevent the transactions proposed in this Agreement.

     9.2 Defense of Infringement  Claims.  Each party shall, at its own expense,
defend  against any claims  asserted  against such party that the actions taking
place under this Agreement violate or infringe the intellectual  property rights
of a third party, and shall  reasonably  cooperate with the other party, at such
other party's expense, in the conduct of such defense.



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10.  MISCELLANEOUS

     10.1 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.

     10.2 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.

     10.3  Survival.  Sections 1, 5.1, 5.3, 8, 9, and 10 contained  herein shall
remain in full force and effect, regardless of any investigation made by a Party
and  shall  survive  the  termination  or the  expiration  of the  term  of this
Agreement.

     10.4 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 Parties.

     10.5  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.

     10.6 Authorization.  The Parties hereto represent and warrant that they are
duly authorized to execute this Agreement on behalf of such Party.

     10.7  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.

     10.8  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 unless in conjunction with the sale of  substantially  all of the assets
of the Party.  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.



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     10.9  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 is
enforceable  and most closely  approximates  the relative rights and obligations
intended by the Parties.

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

     10.11  Governing Law. This  Agreement  shall be governed by the laws of the
state of North Carolina,  without  reference to its choice-of-law or conflict of
law rules.



     THIS AGREEMENT is made effective as of the Effective Date set forth above.

                                                     XSUNX:

                       XsunX, Inc., a Colorado corporation


                        By:
                        Tom M. Djokovich, President


                        SENCERA:

                        SENCERA LLC, a North Carolina Limited Liability Company

                        By:
                        Dr. Rusty Jewett, Manager




<PAGE>



                                    EXHIBIT A

                                   LICENSED IP


1.   US Patent Application  20050194099,  entitled  "Inductively  coupled plasma
     source using induced eddy currents", dated September 8, 2005.**

2.   Invention  Disclosure,  Sen-011,  entitled  "METHODS OF AND APPARATUSES FOR
     INDUCTIVELY COUPLED POWER DELIVERY"

3.   Invention  disclosure,  Sen-012,  entitled "METHODS AND APPARATUSES FOR ION
     BEAM PROCESSING A SUBSTRATE"

4.   Invention disclosure, "Linear Induction Plasma Source"

5.   Invention  disclosure,   "Magnetically  Enhanced  Linear  Induction  Plasma
     Source"

6.   Invention disclosure, "Ferrite-coupled low pressure plasma source"

7.   Invention disclosure,  "Plasma source with internally,  inductively excited
     plasma region"


8.   Invention disclosure, "Low pressure HDPCVD source for depositing thin films
     over large area materials"

9.   Invention  disclosure,  "Use of a linear induction plasma source to deposit
     amorphous or micro-crystalline silicon for use in solar cells"

10.  Invention  disclosure,  "Use of a linear induction plasma source to deposit
     transparent  conducting  oxides  for  use in  solar  cells"  11.  Invention
     disclosure,   "Use  of  a  linear   induction   plasma  source  to  deposit
     anti-reflective  coatings  over  large  area  materials"  12.  Any  and all
     Processes  developed  for  depositing  thin film  materials  for solar cell
     production using any of the hardware listed in 1-8 above




**  Please  note that item (1) above is  equally  and  separately  owned by both
Jewett and Advanced Energy Industries,  Inc. The license granted herein does not
limit in any way the actions of Advanced Energy Industries,  Inc. (AEIS). Jewett
and any  sublicensees  may not assign a license to a competitor  of AEIS without
their  express  written  consent.  Sencera  represents  that to the  best of its
knowledge  licensing by Sencera to XsunX the Sencera  Technology  herein and its
use thereof does not infringe on any AEIS rights.


<PAGE>



                                    EXHIBIT B

                            SENCERA DEVELOPMENT PLAN



<PAGE>



                                    EXHIBIT C

                                 LOAN AGREEMENT