EXHIBIT 10.5


                                ESCROW AGREEMENT

      THIS ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
December ___, 2005 XSUNX,  INC., a Colorado  corporation  (the  "Company");  the
Buyer(s)  listed on the  Securities  Purchase  Agreement,  dated the date hereof
(also referred to as the  "Investor(s)"),  and DAVID  GONZALEZ,  ESQ., as Escrow
Agent hereunder (the "Escrow Agent").

                                   BACKGROUND

      WHEREAS,  the Company and the  Investor(s)  have entered into a Securities
Purchase Agreement (the "Securities Purchase  Agreement"),  dated as of the date
hereof,  pursuant to which the  Company  proposes  to sell  secured  convertible
debentures (the  "Convertible  Debentures")  which shall be convertible into the
Company's Common Stock, no par value per share (the "Common Stock"), for a total
purchase  price  of up to Five  Million  Dollars  ($5,000,000).  The  Securities
Purchase  Agreement  provides  that the  Investor(s)  shall deposit the purchase
amount in a  segregated  escrow  account to be held by Escrow  Agent in order to
effectuate a disbursement to the Company at a closing to be held as set forth in
the Securities Purchase Agreement (the "Closing").

      WHEREAS,   the  Company  intends  to  sell  Convertible   Securities  (the
"Offering").

      WHEREAS,  Escrow Agent has agreed to accept,  hold, and disburse the funds
deposited with it in accordance with the terms of this Agreement.

      WHEREAS,  in order to  establish  the  escrow of funds  and to effect  the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.

      NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed as
follows:

      1.    Definitions.  The following terms shall have the following  meanings
when used herein:

            a.    "Escrow  Funds"  shall mean the funds  deposited  with  Escrow
Agent pursuant to this Agreement.

            b.    "Joint  Written  Direction"  shall  mean a  written  direction
executed by the Investor(s) and the Company  directing  Escrow Agent to disburse
all or a portion  of the  Escrow  Funds or to take or  refrain  from  taking any
action pursuant to this Agreement.

            c.    "Escrow  Period"  shall  begin  with the  commencement  of the
Offering and shall terminate upon the earlier to occur of the following dates:

                  (i)   The date upon which  Escrow Agent  confirms  that it has
received  in the  Escrow  Account  all  of  the  proceeds  of  the  sale  of the
Convertible Debentures;


<PAGE>

                  (ii)  The  expiration  of  twenty  (20)  days from the date of
commencement  of the  Offering  (unless  extended  by mutual  written  agreement
between the Company and the Investor(s)  with a copy of such extension to Escrow
Agent); or

                  (iii) The  date  upon  which  a  determination  is made by the
Company and the  Investor(s)  to terminate the Offering prior to the sale of all
the Convertible Debentures.

      During the Escrow Period,  the Company and the  Investor(s) are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in  the  Escrow  Account  shall  become  the  property  of  the  Company  or the
Investor(s)  or any other  entity,  or be subject to the debts of the Company or
the Investor(s) or any other entity.

      2.    Appointment of and Acceptance by Escrow Agent.  The  Investor(s) and
the Company  hereby  appoint  Escrow Agent to serve as Escrow  Agent  hereunder.
Escrow Agent hereby accepts such  appointment and, upon receipt by wire transfer
of the Escrow Funds in accordance with Section 3 below,  agrees to hold,  invest
and disburse the Escrow Funds in accordance with this Agreement.

            a.    The  Company  hereby  acknowledges  that the  Escrow  Agent is
general  counsel to the  Investor(s),  a partner in the  general  partner of the
Investor(s),  and counsel to the Investor(s) in connection with the transactions
contemplated  and referred  herein.  The Company agrees that in the event of any
dispute  arising in  connection  with this  Escrow  Agreement  or  otherwise  in
connection with any transaction or agreement  contemplated  and referred herein,
the Escrow Agent shall be permitted to continue to represent the Investor(s) and
the Company will not seek to disqualify such counsel.

      3.    Creation  of  Escrow  Funds.   On  or  prior  to  the  date  of  the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow  Agent,  which escrow  account  shall be entitled as follows:  XsunX,
Inc./Cornell  Capital Partners,  LP Escrow Account for the deposit of the Escrow
Funds. The Investor(s) will instruct subscribers to wire funds to the account of
the Escrow Agent as follows:

Bank:                    Wachovia, N.A. of New Jersey
Routing #:               031201467
Account #:               2000014931134
Name on Account:         David Gonzalez Attorney Trust Account
Name on Sub-Account:     XsunX, Inc./Cornell Capital Partners, LP Escrow Account

      4.    Deposits into the Escrow Account.  The Investor(s)  agrees that they
shall promptly  deliver funds for the payment of the  Convertible  Debentures to
Escrow Agent for deposit in the Escrow Account.


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<PAGE>

      5.    Disbursements from the Escrow Account.

            a.    The  Escrow  Agent  will  continue  to hold such  funds  until
Cornell Capital Partners,  LP on behalf of the Investor(s) and Company execute a
Joint Written Direction  directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint Written  Direction  signed by the Company and the Investor(s).
In  disbursing  such funds,  Escrow Agent is  authorized to rely upon such Joint
Written  Direction  from the  Company  and the  Investor(s)  and may  accept any
signatory  from the Company  listed on the signature  page to this Agreement and
any signature from the Investor(s) that the Escrow Agent already has on file.

            b.    In the event  Escrow  Agent does not receive the amount of the
Escrow Funds from the Investor(s), Escrow Agent shall notify the Company and the
Investor(s). Upon receipt of payment instructions from the Company, Escrow Agent
shall refund to each subscriber  without  interest the amount received from each
Investor(s),  without  deduction,  penalty,  or expense to the  subscriber.  The
purchase  money returned to each  subscriber  shall be free and clear of any and
all claims of the Company, the Investor(s) or any of their creditors.

            c.    In the event  Escrow  Agent  does  receive  the  amount of the
Escrow  Funds prior to  expiration  of the Escrow  Period,  in no event will the
Escrow Funds be released to the Company  until such amount is received by Escrow
Agent in collected  funds.  For purposes of this Agreement,  the term "collected
funds" shall mean all funds  received by Escrow Agent which have cleared  normal
banking channels and are in the form of cash.

      6.    Collection  Procedure.  Escrow Agent is hereby authorized to deposit
the proceeds of each wire in the Escrow Account.

      7.    Suspension of Performance:  Disbursement Into Court. If at any time,
there  shall exist any dispute  between  the  Company and the  Investor(s)  with
respect to  holding or  disposition  of any  portion of the Escrow  Funds or any
other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

            a.    suspend the performance of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

            b.    petition  (by  means of an  interpleader  action  or any other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.


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<PAGE>

            c.    Escrow  Agent  shall have no  liability  to the  Company,  the
Investor(s), or any person with respect to any such suspension of performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

      8.    Investment  of Escrow  Funds.  Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing account.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received, in a non-interest bearing account.

      9.    Resignation  and Removal of Escrow  Agent.  Escrow  Agent may resign
from the  performance of its duties  hereunder at any time by giving thirty (30)
days' prior  written  notice to the  parties or may be removed,  with or without
cause, by the parties,  acting jointly,  by furnishing a Joint Written Direction
to Escrow  Agent,  at any time by the  giving of ten (10)  days'  prior  written
notice  to  Escrow  Agent as  provided  herein  below.  Upon any such  notice of
resignation or removal,  the  representatives of the Investor(s) and the Company
identified  in Sections  13a.(iv) and 13b.(iv),  below,  jointly shall appoint a
successor  Escrow  Agent  hereunder,  which shall be a  commercial  bank,  trust
company or other financial  institution  with a combined  capital and surplus in
excess of  $10,000,000.00.  Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent,  such successor Escrow Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Escrow  Agent,  and the retiring  Escrow
Agent  shall be  discharged  from its duties and  obligations  under this Escrow
Agreement,  but shall not be discharged  from any liability for actions taken as
Escrow Agent  hereunder  prior to such  succession.  After any  retiring  Escrow
Agent's  resignation or removal,  the provisions of this Escrow  Agreement shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

      10.   Liability of Escrow Agent.

            a.    Escrow  Agent  shall  have no  liability  or  obligation  with
respect to the Escrow  Funds except for Escrow  Agent's  willful  misconduct  or
gross  negligence.   Escrow  Agent's  sole  responsibility   shall  be  for  the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this  Agreement.  Escrow  Agent  shall  have no  implied  duties or


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<PAGE>

obligations  and shall not be charged  with  knowledge  or notice or any fact or
circumstance not  specifically set forth herein.  Escrow Agent may rely upon any
instrument,  not only as to its due execution,  validity and effectiveness,  but
also as to the truth and accuracy of any  information  contained  herein,  which
Escrow Agent shall in good faith  believe to be genuine,  to have been signed or
presented  by the person or parties  purporting  to sign the same and conform to
the provisions of this  Agreement.  In no event shall Escrow Agent be liable for
incidental,  indirect,  special,  and consequential or punitive damages.  Escrow
Agent shall not be obligated to take any legal action or commence any proceeding
in  connection  with the Escrow  Funds,  any account in which  Escrow  Funds are
deposited,  this Agreement or the Purchase Agreement, or to appear in, prosecute
or defend any such legal action or  proceeding.  Escrow Agent may consult  legal
counsel  selected  by  it  in  any  event  of  any  dispute  or  question  as to
construction  of any of the provisions  hereof or of any other  agreement or its
duties  hereunder,  or relating to any dispute  involving any party hereto,  and
shall  incur no  liability  and shall be fully  indemnified  from any  liability
whatsoever  in acting in  accordance  with the opinion or  instructions  of such
counsel.  The Company and the  Investor(s)  jointly and severally shall promptly
pay, upon demand, the reasonable fees and expenses of any such counsel.

            b.    Escrow Agent is hereby authorized,  in its sole discretion, to
comply with orders  issued or process  entered by any court with  respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the  matter.  If any  portion  of the Escrow  Funds is at any time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any such event,  Escrow Agent is  authorized,  in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if Escrow Agent complies with any such
order,  writ,  judgment or decree,  it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order,  writ  judgment or decree may be  subsequently  reversed,  modified,
annulled, set aside or vacated.

      11.   Indemnification  of Escrow  Agent.  From and at all times  after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "Indemnified Parties") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that


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<PAGE>

no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted from the gross negligence or willful misconduct
of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify the Company and the Investor(s) hereunder in writing, and the Investor(s)
and the Company shall assume the defense  thereof,  including the  employment of
counsel and the payment of all expenses.  Such  Indemnified  Party shall, in its
sole discretion,  have the right to employ separate counsel (who may be selected
by such  Indemnified  Party in its sole  discretion)  in any such  action and to
participate and to participate in the defense thereof, and the fees and expenses
of such  counsel  shall  be paid by such  Indemnified  Party,  except  that  the
Investor(s) and/or the Company shall be required to pay such fees and expense if
(a) the  Investor(s) or the Company agree to pay such fees and expenses,  or (b)
the  Investor(s)  and/or the  Company  shall fail to assume the  defense of such
action or proceeding or shall fail, in the sole  discretion of such  Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company are the plaintiff
in any such action or  proceeding  or (d) the named or potential  parties to any
such action or proceeding  (including any potentially impleaded parties) include
both  the  Indemnified  Party,  the  Company  and/or  the  Investor(s)  and  the
Indemnified  Party shall have been  advised by counsel  that there may be one or
more legal  defenses  available to it which are different  from or additional to
those  available  to the Company or the  Investor(s).  The  Investor(s)  and the
Company  shall be  jointly  and  severally  liable to pay fees and  expenses  of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses payable by the Company and/or the Investor(s) pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement,  and
resignation  or  removal  of  the  Escrow  Agent  shall  be  independent  of any
obligation of Escrow Agent.

      The parties agree that neither  payment by the Company or the  Investor(s)
of any claim by Escrow Agent for indemnification  hereunder shall impair, limit,
modify,  or affect,  as between the Investor(s) and the Company,  the respective
rights and obligations of Investor(s),  on the one hand, and the Company, on the
other hand.

      12.   Expenses  of Escrow  Agent.  Except as set forth in  Section  11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

      13.   Warranties.

            a.    The  Investor(s)  makes  the  following   representations  and
warranties to Escrow Agent:


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<PAGE>

                  (i)   The  Investor(s) has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder.

                  (ii)  This  Agreement  has been duly approved by all necessary
action of the  Investor(s),  including  any  necessary  approval  of the limited
partner of the Investor(s) or necessary corporate approval,  as applicable,  has
been executed by duly  authorized  officers of the  Investor(s),  enforceable in
accordance with its terms.

                  (iii) The  execution,   delivery,   and   performance  of  the
Investor(s)  of this  Agreement  will not  violate,  conflict  with,  or cause a
default  under any  agreement  of  limited  partnership  of  Investor(s)  or the
articles of  incorporation  or bylaws of the  Investor(s) (as  applicable),  any
applicable law or regulation, any court order or administrative ruling or degree
to which the  Investor(s)  is a party or any of its property is subject,  or any
agreement, contract, indenture, or other binding arrangement.

                  (iv)  Mark  Angelo  has  been  duly  appointed  to  act as the
representative of the Investor(s)  hereunder and has full power and authority to
execute,  deliver, and perform this Escrow Agreement, to execute and deliver any
Joint  Written  Direction,  to amend,  modify,  or waive any  provision  of this
Agreement,  and  to  take  any  and  all  other  actions  as  the  Investor(s)'s
representative  under this  Agreement,  all without further consent or direction
form, or notice to, the Investor(s) or any other party.

                  (v)   No  party  other  than  the   parties   hereto  and  the
Investor(s)s  have, or shall have, any lien,  claim or security  interest in the
Escrow  Funds or any part  thereof.  No  financing  statement  under the Uniform
Commercial Code is on file in any jurisdiction  claiming a security  interest in
or describing  (whether  specifically or generally) the Escrow Funds or any part
thereof.

                  (vi)  All  of  the   representations  and  warranties  of  the
Investor(s)  contained  herein are true and  complete  as of the date hereof and
will be true and complete at the time of any disbursement from the Escrow Funds.

            b.    The Company makes the following representations and warranties
to the Escrow Agent:

                  (i)   The Company is a  corporation  duly  organized,  validly
existing,  and in good standing  under the laws of the State of Colorado and has
full power and  authority to execute and deliver this  Agreement  and to perform
its obligations hereunder.

                  (ii)  This  Agreement  has been duly approved by all necessary
corporate action of the Company,  including any necessary  shareholder approval,
has been executed by duly  authorized  officers of the Company,  enforceable  in
accordance with its terms.

                  (iii) The execution,  delivery, and performance by the Company
of this Agreement is in accordance  with the Securities  Purchase  Agreement and
will not violate,  conflict  with, or cause a default under the  certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other  binding  arrangement,  including  without  limitation  to the  Securities
Purchase Agreement, to which the Company is a party.


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<PAGE>

                  (iv)  Tom  Djokovich  has been  duly  appointed  to act as the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.

                  (v)   No  party  other  than  the   parties   hereto  and  the
Investor(s)s  have, or shall have, any lien,  claim or security  interest in the
Escrow  Funds or any part  thereof.  No  financing  statement  under the Uniform
Commercial Code is on file in any jurisdiction  claiming a security  interest in
or describing  (whether  specifically or generally) the Escrow Funds or any part
thereof.

                  (vi)  All of the representations and warranties of the Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

      14.   Consent  to  Jurisdiction  and  Venue.  In the event  that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Hudson County shall have sole and exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

      15.   Notice. All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission  and upon  confirmation of receipt and addressed to the party to be
notified as follows:

If to Investor(s), to:       Cornell Capital Partners, LP
                             101 Hudson Street - Suite 3700
                             Jersey City, NJ 07302
                             Attention: Mark Angelo
                                        Portfolio Manager
                             Telephone: (201) 985-8300
                             Facsimile: (201) 985-8266


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<PAGE>

If to Escrow Agent, to:      David Gonzalez, Esq.
                             101 Hudson Street - Suite 3700
                             Jersey City, NJ 07302
                             Telephone: (201) 985-8300
                             Facsimile: (201) 985-8266

If to the Company, to:       XsunX, Inc.
                             65 Enterprise
                             Aliso Viejo, CA 92656
                             Attention: Tom Djokovich
                             Telephone: (949) 330-8060
                             Facsimile: (949) 266-5823

With a copy to:              Sichenzia Ross Friedman Ference LLP
                             1065 Avenue of the Americas
                             New York, NY 10018
                             Telephone: (212) 930-9700
                             Facsimile: (212) 930-9725

Or to such other address as each party may designate for itself by like notice.

      16.   Amendments  or  Waiver.  This  Agreement  may  be  changed,  waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

      17.   Severability.  To the  extent any  provision  of this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

      18.   Governing Law. This Agreement  shall be construed and interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

      19.   Entire  Agreement.  This Agreement  constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      20.   Binding Effect. All of the terms of this Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor(s), the Company,
or the Escrow Agent.


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<PAGE>

      21.   Execution of  Counterparts.  This  Agreement  and any Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

      22.   Termination.  Upon the  first to  occur of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS WHEREOF the parties to this Escrow  Agreement have hereunto set
their hands and seals the day and year above set forth.

                                               XSUNX, INC.

                                               By:______________________________
                                                  Name:  Tom Djokovich
                                                  Title: Chief Executive Officer



                                               CORNELL CAPITAL PARTNERS, LP

                                               By: Yorkville Advisors, LLC
                                               Its: General Partner

                                               By:______________________________
                                                  Name:  Mark Angelo
                                                  Title: Portfolio Manager

                                               By:______________________________
                                                  Name: David Gonzalez, Esq.


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