Consulting Advisory Agreements

                        CONSULTING AND ADVISORY AGREEMENT

         THIS CONSULTING AGREEMENT  ("Agreement"),  made effective as of the 8th
day of March  2005,  is entered  into by and  between  Xsunx,  Inc.,  a Colorado
corporation  ("Company"),  and Dr. John J. Moore, an individual  ("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  an  expertise   . . .

                        CONSULTING AND ADVISORY AGREEMENT

     THIS CONSULTING AGREEMENT ("Agreement"),  made effective as of the 19th day
of  January  2005,  is  entered  into by and  between  Xsunx,  Inc.,  a Colorado
corporation  ("Company"),  and Dr. Arokia Nathan, an individual  ("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 an expertise in the  . . .

                        CONSULTING AND ADVISORY AGREEMENT

         THIS CONSULTING AGREEMENT ("Agreement"),  made effective as of the 19th
day of January  2005,  is entered  into by and between  Xsunx,  Inc., a Colorado
corporation   ("Company"),   and  Dr.  Richard  E.   Rocheleau,   an  individual
("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 an  . . .