PROMISSORY
NOTE




August
27, 2009




$456,920.66




FOR VALUE
RECEIVED, the undersigned makers (herein collectively referred to as “Maker,”
whether one or more parties) promise to pay to the order of MERIX CORPORATION
(herein “Holder”) at 15725 SW Greystone Court, Suite 200, Beaverton, Oregon,
97006 or such other place as Holder may direct, the principal sum of FOUR
HUNDRED FIFTY SIX THOUSAND NINE HUNDRED TWENTY AND 66/100 DOLLARS ($456,920.66),
together with interest as provided herein.




1.           Interest
and Payment.




1.1           Interest
Rate.  Maker promises to pay interest from and including the
date of this Note until maturity on the unpaid principal of this Note at the
rate of ten percent (10%) per annum.




1.2           Payments.  Maker
will pay to Holder all sums due under this Note, including all principal and
accrued interest thereon no later than September 1, 2011 (the "Maturity Date"),
provided that this Note may be prepaid by the Maker at any time prior to the
Maturity Date in whole or in part without premium or penalty.




1.3           Default;
Default Interest Rate.  If the Maker fails to make
a  payment when due or fails to comply with any other term of this
promissory note, the loan will be considered in default. After default or
maturity, any principal not paid shall bear interest at the annual rate of
eighteen percent (18%) per annum.




1.4           Place and
Time of Payment.  All payments shall be made to Holder at its
address set forth above, and shall be made without prior notice or
demand.




1.5           Form and
Application of Payments.  Payments shall be in lawful money of
the United States of America and when received by Holder shall be applied first
to accrued interest, second to principal.




2.           Attorneys’
Fees.




In the
event litigation is commenced by a party hereto to enforce or interpret any
provision of this Note, or to collect any amount due hereunder, the prevailing
party in such litigation shall be entitled to receive, in addition to all other
sums and relief, its reasonable costs and attorneys’ fees, incurred both at and
in preparation for trial and any appeal or review, such amount to be set by the
courts before which the matter is heard.




3.           Governing
Law, Severability.




This Note shall be construed and
enforced in accordance with the laws of the State of Oregon.  If any
provision of this Note is found by a court of competent jurisdiction to be
invalid or unenforceable as written, then the parties agree that (a) such
provision be enforceable to the full extent permitted by law, and (b) the
invalidity or unenforceability of such provision shall not affect the validity
and enforceability of the remainder of this Note.







4.           Amendment.




This Note
may not be amended, modified or changed, nor shall any provision of this Note be
deemed waived, other than by an instrument in writing signed by the party
against whom enforcement of any such waiver, amendment, change, or modification
is sought.




5.           Notices.




Any
notice required or permitted to be given under this Note may be given by
depositing the same in the United States Mail, postage prepaid, by certified
mail, return receipt requested, addressed to the Maker or Holder, as the case
may be, at their respective addresses set forth in this Note.  Any
notice given in the manner set forth above shall be effective upon the
expiration of two (2) business days after deposit in the United States Mail;
notice given in any other manner shall be effective only upon receipt by the
party for whom the same is intended.




This
Promissory Note has been executed as of the date and year first above
written.




MAKER:XSUNX,
      INC., a Colorado corporationBy:Name:
      Tom M. DjokovichIts:
      Chief Executive OfficerMaker's
      Address:65
      Enterprise, Aliso Viejo, CA
92656