PROMISSORY NOTE

                               INSTALLMENT CREDIT
                       Secured Pursuant to Loan Agreement


$1,500,000 Maximum Installment Credit                        January 01, 2007
Subject to Increase Pursuant to Loan Agreement

         For value received,  the  undersigned,  Sencera,  LLC, a North Carolina
limited liability company  ("Maker"),  hereby promises to pay to XsunX,  Inc., a
Colorado corporation  ("Holder"),  or order at such place or to such other party
or parties as Holder may from time to time  designate,  the principal sum of all
credit extensions made by Holder under the Loan Agreement (as defined below), in
lawful money of the United States of America,  with accrued  interest thereon at
the rate of ten percent (10%) per annum,  compounded  annually on the basis of a
365 day year.  The unpaid  principal  balance  and all unpaid  interest  accrued
thereon  shall be due and payable on the seventh (7th)  anniversary  of the date
hereof,  except as  otherwise  set forth  herein  or in the Loan  Agreement  (as
defined below).

         Holder shall make credit extensions under this Promissory Note ("Note")
from time to time in lawful  money of the United  States of America on the terms
and conditions set forth in that certain Loan Agreement of even date herewith by
and among  Maker,  as Debtor,  and  Holder,  as Lender  (the "Loan  Agreement").
Capitalized  terms used but not defined herein shall have the meanings  ascribed
to such terms in the Loan Agreement.  This Note is secured  pursuant to the Loan
Agreement.

         The maximum  principal  credit extension under the Loan Agreement shall
be One Million Five Hundred Thousand Dollars  ($1,500,000.00) in lawful money of
the United States of America, subject to increase pursuant to the Right of First
Offer or otherwise  as set forth in the Loan  Agreement.  Any Default  under the
Loan Agreement shall be a breach hereunder,  allowing Holder to, among its other
remedies,  accelerate  this Note in accordance with the terms and conditions set
forth in the Loan Agreement.

         This Note shall be subject to the payment provisions and the conversion
provisions, as set forth in the Loan Agreement, by which this Note may be deemed
to be paid and discharged in full.

         Maker may at any  time,  and from time to time,  prepay  the  principal
and/or interest  outstanding  hereunder,  in whole or in part,  without penalty.
Such prepayment shall be made in lawful money of the United States of America to
the address  provided by Holder for such  purposes or at such other place as the
holder hereof may designate from time to time.

         Any delay by Holder or its  assignee in  exercising,  or the failure to
exercise,  any rights  under this Note shall not  constitute  a waiver of any of
Holder's rights,  or of any breach,  default or failure of condition of or under
this  Note.  No waiver by Holder of any of its  rights,  or of any such  breach,
default  or  failure  of  condition  shall be  effective,  unless  the waiver is
expressly  stated in a writing  signed by Holder.  All of  Holder's  remedies in
connection  with this Note or under  applicable  law  shall be  cumulative,  and
Holder's  exercise of any one or more of those  remedies shall not constitute an
election of remedies.


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         If this  Note is not paid (or  deemed to have  been  paid  pursuant  to
permissible  offset or as otherwise set forth in the Loan  Agreement)  when due,
whether at  maturity  or by  acceleration,  Maker  promises  to pay all costs of
collection,  including, but not limited to, reasonable attorneys' fees and costs
in accordance with the terms and conditions set forth in the Loan Agreement.

         Maker  expressly  waives  presentment,  protest and  demand,  notice of
protest,  demand and dishonor and  nonpayment of this Note and all other notices
of any kind, and expressly agrees that this Note, or any payment thereunder, may
be extended from time to time without  affecting the liability of Maker.  To the
fullest  extent  permitted by law, the defense of the statute of  limitations in
any action on this Note is waived by the undersigned.

Maker and Holder shall only assign their respective rights and obligations under
this Note in the manner set forth in the Loan Agreement. To the extent that this
Note may be assigned by either  Maker or Holder,  it shall inure to and bind the
heirs, legal representatives,  successors and assigns of Maker, Holder and their
respective successors and permitted assigns.

         No single or partial exercise of any power hereunder shall preclude any
other or  further  exercise  thereof or the  exercise  of any other  power.  The
release of any party  liable  under this Note shall not  operate to release  any
other party liable hereon. Time is of the essence of this Note.

         All agreements  between Maker and Holder are expressly  limited so that
in no contingency or event  whatsoever,  whether by  acceleration of maturity of
the unpaid principal balance hereof or otherwise, shall the amount, if any, paid
or agreed to be paid to Holder  for the use,  forbearance  or  detention  of the
money to be advanced  hereunder exceed the highest lawful rate permissible under
applicable usury laws. If, for any circumstances whatsoever,  fulfillment of any
provision  hereof at the time  performance of such provision shall be due, shall
involve  transcending  the limit of validity  prescribed by law which a court of
competent  jurisdiction  may deem  applicable  thereto,  then  ipso  facto,  the
obligation to be fulfilled  shall be reduced to the limit of such validity,  and
if from any  circumstances  Holder  shall ever  receive an amount which would be
excessive  interest,  the same shall be applied to the  reduction  of the unpaid
principal  balance  due  hereunder  and not to the  payment  of  interest.  This
provision  shall control  every other  provision of all  agreements  between the
undersigned and Holder.

This Note,  along with the Loan Agreement,  including all exhibits,  constitutes
the entire agreement of the parties in relation to the subject matter hereof and
supersedes  all  prior  and  contemporaneous  agreements,  representations,  and
understandings of the parties.

This Note has been executed and  delivered in the State of California  and is to
be governed by and construed  according to the laws thereof without reference to
application  of choice of law rules or  principles.  Venue in any action arising
hereunder  shall lie  exclusively in Orange County,  California.  Any litigation
shall be brought  and  litigated  in the state  courts of  California  or in the
United States District Court(s) servicing California



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                        Maker:

                       Sencera, LLC, a North Carolina limited liability company



                       By: _______________________________
                           Rusty Jewett, President and Manager