EXHIBIT 10.1 2007 CONSULTING AND ADVISORY AGREEMENT

EXHIBIT 10.1

2007 CONSULTING AND ADVISORY AGREEMENT

THIS CONSULTING AGREEMENT ("2007 Agreement"), made effective as of the 28

day of August 2007, is entered into by and between Xsunx, Inc., a Colorado

corporation ("Company"), and Michael A. Russak, Ph.D., ("Consultant"). The

Company and Consultant are sometimes herein referred to individually as a

"party" and collectively as the "parties".

R E C I T A L S

WHEREAS, Consultant has developed experience and expertise in the areas of

thin film materials and devices for magnetic recording, photovoltaic, solar

thermal applications, semiconductor devices as well as glass, glass-ceramic and

ceramic materials. Consultant has also benefited from thirty five years of

industrial scientific research and product development experience with over

twelve years experience at the executive management level all of which is of

interest to the Company; and

WHEREAS, Consultant currently holds the position of Executive Director

IDEMA-U.S. with such duties and responsibilities incident thereto; and

WHEREAS, the Company desires to obtain the services of Consultant and

Consultant desires to provide the Company with consultancy and advisory services

as contemplated pursuant to the terms and conditions contained herein; and

WHEREAS, the undersigned parties desire to formalize such consultancy

relationship;

NOW, THEREFORE, in consideration of the promises, mutual covenants and

agreements contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties to this

Agreement agree as follows:

1. Definitions

1.1 "XsunX Field of Use" means the business of developing and

commercializing semi-transparent and opaque solar cells and photovoltaic

technologies, solar cell panels, and methods of manufacture.

1.2 "Business of XsunX" means the business of developing, manufacturing,

and marketing semi-transparent and opaque solar cells and photovoltaic

technologies, solar cell panels, and methods of manufacture.

2. Engagement of Services. The Company hereby engages Consultant as an

independent contractor to provide consulting and advisory services as set forth

herein. All such consulting and services shall be performed in accordance with

the terms and conditions contained herein. Consultant shall report to the

Chairman of the Scientific Advisory Board, or in his absence, the Chief

Executive Officer of the Company. Consultant hereby accepts such engagement in

accordance with such terms and conditions.

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3. Services of Consultant. Consultant shall provide consultancy and

advisory services as a member of the XsunX Scientific Advisory Board under the

title of Member of the Advisory Board. Notwithstanding the foregoing title

Consultant shall remain an independent contractor. Consultant shall provide such

services incident thereto as may be necessary from time to time which services

shall include, without limitation, providing the Company with his best efforts

in providing technical expertise in advising the Company in the areas of

research & development, process and product development, planning, third party

technical and resource requirements, analysis of research and development data,

and the management of intellectual assets pertaining to the Business of XsunX

and the XsunX Field of Use. Consultant is not a corporate officer or director of

XsunX and will not be represented as such.

3.1. Consultant shall provide such other related services as may be

requested of Consultant by the Company and as are not inconsistent with the

provisions of this Agreement. Consultant agrees to devote Consultant's best

efforts, skills, and technical expertise to the Business of XsunX, to do

Consultant's utmost to further enhance and develop the interests and welfare of

the Company, and to devote necessary time and attention to the business of the

Company, while recognizing Consultant's duties as an independent consultant.

3.2. Consultant shall truthfully and accurately make, maintain and preserve

all records and reports that the Company may, from time to time, request or

require, and shall fully account for all money, records, equipment, materials or

other property belonging to the Company of which Consultant may have custody and

shall pay over and deliver same promptly whenever and however Consultant may be

directed to do so.

3.3. Consultant shall make available to the Company any and all information

of which Consultant has knowledge that is relevant to the Company's business,

but is not otherwise prohibited from disclosing, and make all suggestions and

recommendations which Consultant believes will be of benefit to the Company.

3.4. Consultant shall, at his own cost, prepare for and attend such

meetings as may be reasonably requested by the Company, provided, however, that

the Company shall pay for the reasonable travel and lodging costs incurred by

Consultant in regard to the foregoing. In addition to incidental communication

of data, questions, and progress updates provided to Consultant via email for

comment by Consultant, the Company may request at least one teleconference

review meeting per month and one meeting requiring attendance per calendar

quarter for the purpose of planning, analysis, and collaborative discussion of

the development and business matters referenced hereinabove, and the conformance

or variance of the foregoing to or with the Business of XsunX.

4. Duty to Consultancies. The parties recognize that Consultant is and

shall remain an independent consultant and that as an independent consultant,

Consultant shall devote time and effort to its business. Notwithstanding the

same, Consultant shall conform its conduct to the fiduciary duties of

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confidentiality and loyalty owed to the Company. In that regard, Consultant

shall inform the Company at the earliest opportunity at such time as Consultant

may perceive a potential conflict of interest with regard to Consultant's duties

to other consultancies and Consultant's duties to the Company. Consultant shall

not make any unauthorized disclosure of the confidential information of other

clients to the Company. Consultant shall not make any unauthorized disclosure of

the confidential information of the Company to any other party not permitted to

receive such information.

5. Compensation. For and in consideration of the performance by Consultant

of the services, terms, conditions, covenants and promises herein recited, the

Company agrees and promises to pay to Consultant at the times and in the manner

herein stated and as set forth below:

5.1. As the principal consideration of the services to be performed by

Consultant hereunder during the term of this Agreement, Consultant shall receive

from the Company One Thousand Dollars ($1,000) monthly, an additional One

Thousand Dollars ($1,000) for each quarterly meeting of the Scientific Advisory

Board, and an initial grant of a Consultancy and Advisory Warrant for the

purchase of up to One Hundred Thousand (100,000) shares of common voting stock

of the Company. Such warrant will vest in accordance with the vesting provisions

set for within an appropriate warrant agreement ("Warrant Instrument"). Except

as may otherwise be set forth herein, the cash compensation and warrant grant

shall constitute the sole compensation of Consultant hereunder. Such

compensation may sometimes be herein referred to as Consultant's "Base

Compensation".

5.2. The Company shall reimburse Consultant, from time to time, upon

Consultant's submission of expense account and supporting documents on Company

approved format, and as required by the Internal Revenue Service, for all

reasonable out of town travel, and other ordinary, reasonable and necessary

business expenses incurred by Consultant as part of and in connection with the

direct performance of duties specified herein.

6. Relationship of the Parties

6.1 Legal Status. Consultant shall be an independent contractor of the

Company in accordance with the provisions of Sections 2750.5 and 3353 of the

California Labor Code, or any other corresponding provision of the Colorado

Statutes, and not an employee, agent, or partner. It is expressly declared that

such independent contractor status is bona fide and not a subterfuge to avoid

employee status. This Agreement shall not create an employer-employee

relationship and shall not constitute a hiring of such nature by either party.

6.2. Items Furnished to Consultant. Unless expressly agreed in writing

otherwise by the parties, the Company shall not provide any telephone equipment

or services, office equipment, stationery, secretarial or office support

services or other items or services for the benefit of Consultant. Consultant

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shall, at its own expense, provide and make arrangement for all equipment,

stationery, secretarial and office support services.

6.3. Consent of Company. Consultant shall have no right or authority at any

time to make any contract or binding promise of any nature on behalf of the

Company, whether oral or written, without the express prior written consent of

the Company.

6.4. Manner of Performing Services. Consultant shall retain all discretion

and judgment in regard to the manner and means of carrying out its duties

hereunder subject, however, to the reasonable requests of the Company.

Consultant shall have the right to control and discretion as to the manner of

performance of its services hereunder in that the result of the work and not the

means by which it is accomplished shall be the primary factor for which the

parties have bargained hereunder in accordance with Sections 2750.5 and 3353 of

the California Labor Code or any corresponding provision in the Colorado

Statutes. Consultant's obligations for performance of services hereunder shall

be limited to the completion of the consultation and services described above in

accordance with the Business of XsunX and the XsunX Field of Use. Consultant

shall have no obligation to work any particular hours or days or any particular

number of hours or days. The Company shall have no right to control or direct

the details, manner or means by which Consultant accomplishes the results of the

services performed hereunder.

6.5. Payment of Taxes. Consultant shall be responsible for and pay

Consultant's own self-employment taxes, estimated tax liabilities, business

equipment or personal property taxes and other similar obligations, whether

federal, state or local. The Company shall not pay or withhold any FICA, SDI,

federal or state income tax or unemployment insurance or tax or any other

amounts because the relationship of the parties hereto is not that of

employer-employee, but that of independent contractor. Consultant shall be

solely responsible for the payment of all taxes, withholdings and other amounts

due in regard to Consultant's own employees.

6.6. Employees of Consultant. Consultant may subcontract with and/or employ

such parties upon such terms and conditions as it may deem proper or necessary.

7. Warranties and Indemnification

7.1. Warranties. Consultant warrants and represents that the services of

Consultant's subcontractors or employees shall be performed in full