0001144204-05-021783 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July ___, 2005, by and between XSUNX, INC., a Colorado corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 14, 2005, by and among XSUNX, INC., a Colorado corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July ______, 2005, by and among XSUNX, INC., a Colorado corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

SECURITY AGREEMENT
Security Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July ___, 2005, by and between XSUNX, INC., a Colorado corporation with its principal place of business located at 65 Enterprise, Aliso Viejo, CA 92656 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

THIS AGREEMENT dated as of the ___ day of July 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and XSUNX, INC., a corporation organized and existing under the laws of the State of Colorado (the “Company”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • July 18th, 2005 • Xsunx Inc • Unsupported plastics film & sheet • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of July ___, 2005 (the “Effective Date”) by and among CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), XSUNX, INC., a corporation organized and existing under the laws of the State of Colorado (the “Pledgor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

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