TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT

TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT

THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT ("Agreement") is made
effective as of this 1st day of January, 2007 ("Effective Date") by and between
XsunX, Inc., a Colorado Corporation ("XsunX"), and Sencera, LLC, a North
Carolina Limited Liability Company ("Sencera"). XsunX and Sencera are herein
referred to individually as a "Party" and collectively as the "Parties."

R E C I T A L S

A. WHEREAS, Sencera has developed and continues to develop technologies
and processes pertaining to a unique plasma deposition source for the coating of
large-area substrates with highly engineered thin film coatings. Sencera
believes that its high-density plasma source is capable of depositing certain
coatings, including silicon, at superior rates, low temperatures and high
quality levels, making it attractive for use in solar cells. Sencera has
developed its own intellectual property and also has rights to certain other
intellectual property related to this technology;

B. WHEREAS, XsunX has developed and continues to develop technologies and
processes for semi-transparent and opaque solar cells and photovoltaic
technologies, solar cell panels, and methods of manufacture relating to the
same. XsunX has intellectual property rights under U.S. Patent Nos. 6,180,871;
6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and U.S. Provisional
Application No. 60/536,151;

C. WHEREAS, Sencera desires to grant, and XsunX desires to receive, a
license under its technology to XsunX for use in certain commercialization
efforts by XsunX;

D. WHEREAS, Sencera wishes to borrow from XsunX, and XsunX desires to loan
to Sencera the sum of $1,500,000 to be applied to the costs of the development
effort the parties intend to undertake herein, in accordance with the terms of a
Secured Loan Agreement to be executed contemporaneously with the execution of
this Agreement; and

E. WHEREAS, XsunX is interested in exploring the viability of Sencera's
technology for its future thin film silicon solar cell products. Sencera is
likewise interested in developing its technology for application in solar cells.

NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS

Unless otherwise provided herein, capitalized terms used but not
otherwise specifically defined herein shall have the meanings ascribed to them
in this Agreement, "days" shall mean calendar days, "including" shall mean
"including without limitation," and the following terms shall have the meanings
stated below:



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1.1 "Agreement" shall mean this Technology Development and License
Agreement, including the exhibits attached hereto, which are incorporated by
reference herein.

1.2 "Confidential Information" shall mean any and all information: (a) that
is conveyed or presented in oral or written or other tangible form, (b) that in
the case of written or other tangible form is marked with a legend such as or
similar to "CONFIDENTIAL INFORMATION" or "PROPRIETARY INFORMATION," including
the owner's name or, in the case of oral information, is so denoted at the time
of disclosure and (c) that (i) relates to a Party's business plans, production
processes, inventions, discoveries or any other aspect of a Party's business,
and/or (ii) belongs to third parties and was obtained by a Party under
restrictions on disclosure and/or use in which case such information may be
marked as being confidential or proprietary to such third parties. Such
information may include, by way of example, know-how, algorithms, software
programs, schematics, processes, source documents, materials, contracts,
customer information, financial information, personnel information, product
development, engineering, strategic and tactical plans, sales and marketing
plans, and business plans.

1.3 "Field of Use A" shall mean the field of deposited solar cells.

1.4 "Field of Use B" shall mean the field: (a) as claimed in U.S. Patent
Nos. 6,180,871; 6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and (b)
as claimed in U.S. Provisional Application No. 60/536,151; and (c) for use in
semi-transparent photovoltaic devices, multi-terminal photovoltaic devices, and
cassette-based roll-to-roll manufacturing equipment.

1.5 "Improvement" shall mean (a) with respect to Sencera Technology, any
new or modified product or process that performs the same function as the
Licensed Products or Licensed Process or Licensed Intellectual Property in a
better or more economical way ("Sencera Improvement"); and (b) with respect to
XsunX Technology, any new or modified product or process that enables the XsunX
Technology to perform in a better or more economical way ("XsunX Improvements").

1.6 "Licensed Intellectual Property" shall mean Sencera
Technology including, but not limited to, all patents and patent applications
(including the Licensed Patents), trademarks, trademark applications, designs,
copyrights, copyright applications, inventions, know-how, trade secrets, mask
works, technical information, drawings, data, computer programs, testing
specifications and procedures and the like; and all Sencera Improvements.

1.7 "Licensed Patents" shall mean the patents and patent applications
described in Exhibit A attached hereto, as well as (i) all pending and issued
divisions, continuations, continuations-in-part, reissues, reexaminations,
substitutes and extensions thereof; (ii) all foreign patents and patent
applications relying for priority on any of the foregoing including all pending
and issued divisions, continuations, continuations-in-part, reissues,
reexaminations, substitutes and extensions thereof; and (iii) and all pending
and issued divisions, continuations, continuations-in-part, reissues,
reexaminations, substitutes and extensions thereof relating to Improvements.



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1.8 "Licensed Products" shall mean any and all products manufactured
utilizing methodologies or processes that utilize any aspect of the Licensed
Intellectual Property.

1.9 "Licensed Process" shall mean any methodologies or processes that
utilize any aspect of the Licensed Intellectual Property.

1.10 "Licensed Territory" shall mean worldwide.

1.11 "Phase" shall mean an individual task or set of tasks to be completed
by a Target Date as set forth herein.

1.12 "Royalty" shall mean the payment by a Party of a certain amount of
revenues earned from the exploitation of any or all of the Licensed Intellectual
Property as set forth herein.

1.13 "Sencera Technology" shall mean all existing technology of Sencera in
existence as of the Effective Date of this Agreement, and any and all technology
and intellectual property, including any Licensed Products or Licensed Process,
conceived or developed during the Term.

1.14 "Target Date" shall mean the date by which a Phase is intended to be
completed.

1.15 "XsunX Technology" shall mean all existing technology of XsunX in
existence as of the Effective Date of this Agreement including U.S. Patent Nos.
6,180,871; 6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and U.S.
Provisional Application No. 60/536,151.

2. DEVELOPMENT - PHASE II

2.1 Development. In accordance with the terms of this Section 2, Sencera
shall, at its cost (funded with proceeds of the loan from XsunX or otherwise),
lead a joint development program with XsunX to develop a Licensed Process that
will produce silicon material at deposition rates expected to produce cells at a
cost of less than $1 USD per Watt in Phase III below; specifically rates of >90
Angstrom-meters per minute (> 15 Angstroms per second equivalent static rate)
for the manufacture of thin film solar cells and other technology in accordance
with the Sencera Development Plan, a copy of which is attached hereto as Exhibit
B and incorporated herein by reference, said development phase referred to
herein as ("Phase II"). Sencera will, in addition to the reporting requirements
in the Development Program, provide XsunX with periodic reports on the status of
efforts undertaken in connection with this Phase II, at least as frequently as
once each month, and with access to key technical personnel and records
reflecting such activity upon reasonable request, and provide sample material
for independent XsunX use in conjunction with reports or when available.

2.2 Target Date. The Target Date to complete Phase II is August 31, 2007.



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3. DEMONSTRATION - PHASE III

3.1 Demonstration. Sencera and XsunX shall, pursuant to terms as shall be
mutually agreed, jointly design and build a production demonstration tool to
demonstrate rate and cost scaling for use in joint marketing production hardware
and processes; target cost is less than $1 (USD) per peak watt, said
demonstration phase referred to herein as ("Phase III"). Sencera will, in
addition to the reporting requirements in the Development Program, provide XsunX
with periodic reports on the status of efforts undertaken in connection with
this Phase III, at least as frequently as once each month, and with access to
key technical personnel and records reflecting such activity upon reasonable
request.

3.2 Costs. During this Phase III, XsunX and Sencera will share equally all
Non-Refundable Engineering (NRE) and build costs for equipment related to the
scale-up and implementation of Sencera Technology for the production of
high-rate Plasma Enhanced Chemical Vapor Deposition (PECVD) silicon solar cells.

3.3 Target Date. The Target Date to complete Phase III is August 31, 2008.

4. JOINT MARKETING - PHASE IV

4.1 Joint Marketing. XsunX and Sencera shall, subject to successful
completion of the Development Phases, jointly and, pursuant to terms as shall be
mutually agreed, determine and implement a plan to market and sell equipment and
processes for high-rate deposited silicon solar cells, said joint marketing
phase referred to herein as ("Phase IV"). Each of XsunX and Sencera shall have
the right to independently market or sell such equipment and processes, as well.

4.2 XsunX shall, subject to its reasonable discretion enter into a
sublicense agreement with any third party wanting to obtain the right to use the
Licensed Process. The sublicense agreement shall require that each sublicensee
pay a Royalty to use the Licensed Process. The Royalty shall be based on an
energy production basis. The Royalty shall be paid directly to XsunX but XsunX
agrees to share the Royalty with Sencera in accordance with the following terms
and conditions: If cell manufacturing costs are less than $1 per peak watt,
Sencera's portion of the Royalties shall be one half (50%) of the Royalties
actually received and collected from a licensee by XsunX for the production of
solar cells that employ the Licensed Process; provided, however, that in no case
shall the minimum be less than $ 0.15 per peak watt of manufactured cell
capacity.

4.3 The Royalty rate or basis may be revised if: (a) Sencera licenses the
Licensed Process to another licensee under more favorable terms than the terms
of the present Agreement, in which case XsunX shall be entitled to the same or
better terms; (b) an objective industry pricing index (such as
www.solarbuzz.com) indicates that the present structure is not supported by the
market which shall be indicated by the average retail price of a solar PV module
falling below $3.00 per peak watt; or (c) both Parties agree to a modification.



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4.4 XsunX shall sublicense for and pay to Sencera a Royalty: (a) at the end
of the first twelve month period commencing six months after the end of Phase
II, a minimum annual payment equivalent to the Royalty that would be due from
the licensing of 25 MW annual solar cell manufacturing capacity using the
Licensed Process; and (b) commencing one year after the commencement of the
period defined in Section 4.4(a), and for each successive 12 calendar month
period thereafter for the duration of the