TERMINATION AGREEMENT

                              TERMINATION AGREEMENT

      THIS   TERMINATION   AGREEMENT   (the   "Agreement")   is made and entered into

effective   as of   November   __,   2005,   by and among   XSUNX,   INC.,   a   Colorado

corporation (the "Company"),   CORNELL CAPITAL   PARTNERS,   LP, a Delaware limited

partnership   (the   "Investor"),   and   NEWBRIDGE   SECURITIES   CORPORATION.    (the

"Placement Agent").

                                    Recitals:

      WHEREAS,   the   Company   and the   Investor   entered   into a Standby   Equity

Distribution   Agreement   (the "Standby   Equity   Distribution"),   a   Registration

Rights Agreement (the "Registration Rights Agreement"), an Escrow Agreement (the

"Escrow   Agreement"),   and the Company,   the Investor,   and the Placement   Agent

entered into a Placement Agent Agreement (the "Placement Agent Agreement"),   all

of which are dated July __, 2005 (collectively, the "Transaction Documents"). In

connection with the Standby Equity   Distribution   Agreement,   the Company issued

__________ shares of Common Stock to the Investor (the "Investor's   Shares") and

________________   shares of Common Stock to the Placement