EXHIBIT 10.6

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                               December ___, 2005


Mountain Share Transfer
1625 Abilene Drive
Broomfield, CO 80020-1147

      RE:   XSUNX, INC.

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement")  of even date herewith by and between  XsunX,
Inc.,  a  Colorado  corporation  (the  "Company"),  and the  Buyers set forth on
Schedule I attached thereto (collectively the "Buyers"), and that certain Pledge
and Escrow Agreement (the "Pledge  Agreement")  dated July 14, 2005, as amended,
among the Company, the Buyers and the David Gonzalez, Esq. (the "Escrow Agent").
Pursuant to the  Securities  Purchase  Agreement,  the Company shall sell to the
Buyers,  an the Buyers shall purchase from the Company,  convertible  debentures
(collectively,  the  "Debentures")  in the  aggregate  principal  amount of Five
Million Dollars ($5,000,000),  plus accrued interest, which are convertible into
shares of the  Company's  common  stock,  no par value  per share  (the  "Common
Stock"),  at the Buyers  discretion.  The  Company  has also issued to the Buyer
warrants to  purchase up to  4,375,000  shares of Common  Stock,  at the Buyer's
discretion (the "Warrant").  These instructions relate to the following stock or
proposed stock issuances or transfers:

      1.    Shares of Common Stock to be issued to the Buyers upon conversion of
            the Debentures ("Conversion Shares") plus the shares of Common Stock
            to be issued to the Buyers upon  conversion of accrued  interest and
            liquidated damages into Common Stock (the "Interest Shares").

      2.    Up to  4,375,000  shares of  Common  Stock to be issued to the Buyer
            upon exercise of the Warrant (the "Warrant Shares").

      3.    The  transfer  of up to  26,798,418  shares  of  Common  Stock  (the
            "Escrowed  Shares")  that have been  delivered  to the Escrow  Agent
            pursuant to the Pledge Agreement and the Insider Pledge Agreement.


<PAGE>

      This letter shall serve as our irrevocable  authorization and direction to
Mountain Share Transfer (the "Transfer Agent") to do the following:

      1.    Conversion Shares and Warrant Shares.

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Conversion Shares, Warrant Shares and the Interest Shares, the
                  Transfer  Agent shall  issue the  Conversion  Shares,  Warrant
                  Shares and the Interest Shares to the Buyers from time to time
                  upon  delivery to the Transfer  Agent of a properly  completed
                  and duly executed Conversion Notice (the "Conversion  Notice")
                  in the form  attached  as  Exhibit A to the  Debentures,  or a
                  properly  completed  and duly  executed  Exercise  Notice (the
                  "Exercise  Notice")  in the form  attached as Exhibit A to the
                  Warrant,  delivered to the Transfer  Agent by the Escrow Agent
                  on behalf of the Company.  Upon receipt of a Conversion Notice
                  or an Exercise  Notice,  the Transfer Agent shall within three
                  (3)  Trading  Days  thereafter  (i) issue and  surrender  to a
                  common  carrier  for  overnight  delivery  to the  address  as
                  specified in the Conversion  Notice or the Exercise  Notice, a
                  certificate,  registered  in  the  name  of the  Buyer  or its
                  designees,  for the number of shares of Common  Stock to which
                  the Buyer  shall be  entitled  as set forth in the  Conversion
                  Notice or Exercise  Notice or (ii) provided the Transfer Agent
                  is  participating in The Depository Trust Company ("DTC") Fast
                  Automated Securities Transfer Program, upon the request of the
                  Buyers, credit such aggregate number of shares of Common Stock
                  to which the Buyers  shall be entitled to the Buyer's or their
                  designees'  balance  account  with  DTC  through  its  Deposit
                  Withdrawal  At Custodian  ("DWAC")  system  provided the Buyer
                  causes its bank or broker to  initiate  the DWAC  transaction.
                  For purposes  hereof "Trading Day" shall mean any day on which
                  the Nasdaq Market is open for customary trading.

            b.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyer that certificates representing the Conversion Shares and
                  the  Warrant  Shares  shall  not bear any  legend  restricting
                  transfer  and  should  not be  subject  to  any  stop-transfer
                  restrictions and shall otherwise be freely transferable on the
                  books and records of the Company; provided that counsel to the
                  Company delivers (i) the Notice of Effectiveness  set forth in
                  Exhibit I  attached  hereto  and (ii) an opinion of counsel in
                  the form set forth in Exhibit II attached hereto,  and that if
                  the Conversion Shares,  Warrant Shares and the Interest Shares
                  are not  registered for sale under the Securities Act of 1933,
                  as amended,  then the certificates for the Conversion  Shares,
                  Warrant  Shares and Interest  Shares shall bear the  following
                  legend:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES  HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
                  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE


                                       2
<PAGE>

                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL,  IN A FORM REASONABLY  ACCEPTABLE TO
                  THE COMPANY,  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
                  OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
                  RULE 144 UNDER SAID ACT."

            c.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as required to issue the  Conversion  Shares
                  or  the  Warrant  Shares  in  accordance  with  the  preceding
                  paragraph  (either  with or without  restrictive  legends,  as
                  applicable),   then  the  Company  irrevocably  and  expressly
                  authorizes  counsel to the Buyer to render such  opinion.  The
                  Transfer  Agent  shall  accept and be entitled to rely on such
                  opinion for the purposes of issuing the Conversion Shares.

            d.    Instructions  Applicable  to  Escrow  Agent.  Upon the  Escrow
                  Agent's receipt of a properly  completed  Conversion Notice or
                  Exercise  Notice and the Aggregate  Exercise Price (as defined
                  in the  Warrant),  the  Escrow  Agent  shall,  within  one (1)
                  Trading  Day  thereafter,  send  to  the  Transfer  Agent  the
                  Conversion  Notice or Exercise Notice,  which shall constitute
                  an  irrevocable  instruction  to the Transfer Agent to process
                  such  Conversion  Notice or Exercise Notice in accordance with
                  the terms of these instructions.

      2.    Escrowed Shares.

            a.    With respect to the Escrowed Shares,  upon an event of default
                  as set forth in the Pledge  Agreement  or the  Insider  Pledge
                  Agreement,  the Escrow Agent shall send written  notice to the
                  Transfer  Agent  ("Escrow  Notice") to transfer such number of
                  Escrow Shares as set forth in the Escrow Notice to the Buyers.
                  Upon receipt of an Escrow  Notice,  the  Transfer  Agent shall
                  promptly  transfer  such number of Escrow Shares to the Buyers
                  as shall be set forth in the Escrow  Notice  delivered  to the
                  Transfer  Agent by the Escrow  Agent.  Further,  the  Transfer
                  Agent shall  promptly  transfer such shares from the Buyers to
                  any  subsequent  transferee  promptly  upon receipt of written
                  notice from the Buyers or their counsel.  If the Escrow Shares
                  are not  registered for sale under the Securities Act of 1933,
                  as amended,  then the certificates for the Escrow Shares shall
                  bear the legend set forth in Section 1b.

            b.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as may be required by the Transfer  Agent to
                  affect a transfer of the Escrow Shares (either with or without
                  restrictive   legends,   as  applicable),   then  the  Company
                  irrevocably and expressly  authorizes counsel to the Buyers to
                  render such  opinion.  The Transfer  Agent shall accept and be
                  entitles   to  rely  on  such   opinion  for  the  purpose  of
                  transferring the Escrow Shares.


                                       3
<PAGE>

      3.    All Shares.

            a.    The Transfer  Agent shall reserve for issuance to the Buyers a
                  minimum of 50,000,000  Conversion Shares and 4,375,000 Warrant
                  Shares.  All such  shares  shall  remain in  reserve  with the
                  Transfer  Agent until the Buyers  provides the Transfer  Agent
                  instructions  that the  shares  or any  part of them  shall be
                  taken out of  reserve  and shall no longer be  subject  to the
                  terms of these instructions.

            b.    The Transfer  Agent shall rely  exclusively  on the Conversion
                  Notice,  the Escrow Notice,  or the Exercise  Notice and shall
                  have  no  liability  for  relying  on such  instructions.  Any
                  Conversion Notice, Escrow Notice, or Exercise Notice delivered
                  hereunder shall  constitute an irrevocable  instruction to the
                  Transfer Agent to process such notice or notices in accordance
                  with  the  terms  thereof.  Such  notice  or  notices  may  be
                  transmitted   to  the  Transfer  Agent  by  facsimile  or  any
                  commercially reasonable method.

            c.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyers that no instructions other than as contemplated  herein
                  will be given to Transfer Agent by the Company with respect to
                  the matters  referenced  herein. The Company hereby authorizes
                  the Transfer Agent, and the Transfer Agent shall be obligated,
                  to  disregard  any  contrary  instructions  received  by or on
                  behalf of the Company.

      Certain  Notice  Regarding the Escrow Agent.  The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the  general  partner  of the  Buyers and  counsel to the Buyers in
connection with the transactions  contemplated and referred herein.  The Company
and the  Transfer  Agent  agree  that in the  event of any  dispute  arising  in
connection  with this 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 Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

      The Company  hereby agrees that it shall not replace the Transfer Agent as
the Company's  transfer agent unless the subsequent  transfer agent agrees to be
bound by these instructions.

      Any attempt by Transfer  Agent to resign as the Company's  transfer  agent
hereunder shall not be effective until such time as the Company  provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these  Irrevocable
Transfer Agent Instructions.

      The Company and the  Transfer  Agent hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.


                                       4
<PAGE>

      The Company and the Transfer Agent  acknowledge that the Buyers is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder  and are a material  inducement to the Buyers  purchasing  convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder, the Buyers would not purchase the
Debentures.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyers  will  be  irreparably  damaged  and  that  damages  at law  would  be an
inadequate  remedy if these  Irrevocable  Transfer Agent  Instructions  were not
specifically enforced.  Therefore, in the event of a breach or threatened breach
by a party hereto, including,  without limitation,  the attempted termination of
the  agency  relationship  created  by this  instrument,  the  Buyers  shall  be
entitled,  in  addition  to all  other  rights  or  remedies,  to an  injunction
restraining such breach,  without being required to show any actual damage or to
post any bond or other security,  and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                               COMPANY:

                                               XSUNX, INC.

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


                                               _________________________________
                                               David Gonzalez, Esq.


MOUNTAIN SHARE TRANSFER

By:_____________________________
Name:___________________________
Title:__________________________


                                       6
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>

                                                                 Address/Facsimile
Name                            Signature                        Number of Buyers
----------------------------    -----------------------------    ------------------------------
<S>                             <C>                              <C>
Cornell Capital Partners, LP    By:   Yorkville Advisors, LLC    101 Hudson Street - Suite 3700
                                Its:  General Partner            Jersey City, NJ  07303
                                                                 Facsimile: (201) 985-8266

                                By:__________________________
                                Name: Mark Angelo
                                Its:  Portfolio Manager
</TABLE>


                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


_________, 2005

--------


Attention:

      RE:   XSUNX, INC.

Ladies and Gentlemen:

      We are counsel to XsunX,  Inc., (the "Company"),  and have represented the
Company in connection with that certain Securities Purchase Agreement,  dated as
of December __, 2005 (the "Securities Purchase Agreement"),  entered into by and
among the  Company  and the  Buyers set forth on  Schedule  I  attached  thereto
(collectively the "Buyers")  pursuant to which the Company has agreed to sell to
the Buyers up to $5,000,000 of secured  convertible  debentures,  which shall be
convertible into shares (the "Conversion Shares") of the Company's common stock,
no par value per share (the "Common Stock"), in accordance with the terms of the
Securities  Purchase  Agreement.  Pursuant to the Securities Purchase Agreement,
the Company also has entered into a Registration  Rights Agreement,  dated as of
December  ___,  2005,  with  the  Buyers  (the  "Investor   Registration  Rights
Agreement")  pursuant  to which the  Company  agreed,  among  other  things,  to
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with the Company's  obligations  under the Securities
Purchase Agreement and the Registration Rights Agreement,  on _______, 2005, the
Company  filed  a  Registration   Statement   (File  No.   ___-_________)   (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the sale of the Conversion Shares.

      In  connection  with the  foregoing,  we advise the Transfer  Agent that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.


                                  EXHIBIT I-1

<PAGE>

      The Buyers has  confirmed  it shall  comply with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                               Very truly yours,


                                               By:______________________________


                                  EXHIBIT I-2

<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION


________________ 2005

VIA FACSIMILE AND REGULAR MAIL

--------


Attention:

      RE:   XSUNX, INC.

Ladies and Gentlemen:

      We have  acted as special  counsel  to XsunX,  Inc.  (the  "Company"),  in
connection  with the  registration  of  ___________shares  (the "Shares") of its
common stock with the Securities and Exchange  Commission  (the "SEC").  We have
not acted as your  counsel.  This  opinion is given at the  request and with the
consent of the Company.

      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2005. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on Exhibit  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2005.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.


                                   EXHIBIT II

<PAGE>

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as  amended,  and that  ________  may remove the  restrictive  legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

      This opinion is furnished to Transfer  Agent  specifically  in  connection
with the sale or  transfer of the Shares,  and solely for your  information  and
benefit.  This  letter  may not be relied  upon by  Transfer  Agent in any other
connection,  and it may not be relied upon by any other person or entity for any
purpose  without our prior  written  consent.  This opinion may not be assigned,
quoted or used without our prior written consent.  The opinions set forth herein
are rendered as of the date hereof and we will not supplement  this opinion with
respect to changes in the law or factual matters subsequent to the date hereof.


                                               Very truly yours,


                                               By:______________________________


                                  EXHIBIT II-2

<PAGE>

                                    EXHIBIT A

                         (LIST OF SELLING STOCKHOLDERS)


NAME:                                          NO. OF SHARES:
--------------------------------               ---------------------------------









                                   EXHIBIT A