EXHIBIT 10.3

                                FORM OF WARRANT

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EXHIBIT 10.3

                                    EXHIBIT F

                                 FORM OF WARRANT

This Warrant (this  "warranT") HAS NOT been Registered  UNDER The securities ACT
OF 1933,  AS amended  (The "AcT"),  OR ANY STATE  securities  LAW.  Neither this
warrant NOR any WARRANT Shares issuable upon exercise hereof NOR ANY interest OR
Participation  herein or  therein  may BE SOLD,  Assigned,  MORTGAGED,  Pledged,
hypothecated,  ENCUMBERED OR Otherwise Transferred EXCEPT IN Compliance WITH THE
ACT AND Applicable STATE Securities LAWS.



                                   XSUNX, INC.

                              COMMON STOCK PURCHASE
                          WARRANT FOR 1,666,666 SHARES


ORIGINAL ISSUE DATE: NOVEMBER 1, 2007            WARRANT CERTIFICATE # _________

          This Warrant is issued in connection with and pursuant to that certain
Common Stock Purchase Agreement (the "Purchase  Agreement") dated as of November
1, 2007, by and between XsunX, Inc., a Colorado  corporation (the "Company") and
FUSION  CAPITAL  FUND  II,  LLC,  an  Illinois  limited  liability  company  the
registered holder hereof, or its assigns (the "Holder").

         FOR VALUE RECEIVED, the Holder is entitled to purchase from the Company
during  the  period  specified  in  this  Warrant,   1,666,666  fully  paid  and
non-assessable  shares (subject to adjustment as hereinafter provided) of Common
Stock (the  "Warrant  Shares"),  of the Company at the purchase  price per share
provided in Section 1.2 of this  Warrant (the  "Warrant  Exercise  Price"),  all
subject to the terms and  conditions  set forth in this  Warrant.  All terms not
otherwise  defined  herein  shall  have the  meaning  set forth in the  Purchase
Agreement.

Section 1.        Period for Exercise and Exercise Price.

         1.1  Period  for  Exercise.   The  right  to  purchase  Warrant  Shares
represented by this Warrant shall be immediately  exercisable,  and shall expire
at 12:00 midnight, Chicago time, October 31, 2012 (the "Expiration Date").

         1.2  Warrant  Exercise  Price.  The  Warrant  Exercise  Price  shall be
$[0.50  and 0.75] per  Warrant  Share  (subject  to  adjustment  as  hereinafter
provided).

Section 2.        Exercise of Warrant.

         2.1 Manner of Exercise.  The Holder may exercise this Warrant, in whole
or in part, by surrendering  this Warrant to the Company at the principal office
of the Company,  accompanied by a warrant exercise notice (the "Warrant Exercise
Notice") in  substantially  the form attached hereto duly executed by the Holder
and by payment of the Warrant  Exercise  Price for the number of Warrant  Shares
for  which  this  Warrant  is then be  exercised,  either  (i) by  check or wire
transfer, (ii) by delivery of an instrument evidencing indebtedness owing by the
Company  to  the  Holder  in  the  appropriate  amount,  (iii)  subject  to  the

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limitations  set forth in Section  2.4  hereof,  by  authorizing  the Company to
retain shares of Common Stock which would otherwise be issuable upon exercise of
this Warrant or (iv) in a  combination  of (i),  (ii) or (iii) above,  provided,
however,  that in no event shall the Holder be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which,
upon giving effect to such exercise,  would cause the aggregate number of shares
of Common  Stock  beneficially  owned by the  Holder to exceed  4.9% of the then
outstanding shares of the Common Stock following such exercise.  For purposes of
the  foregoing  proviso,   the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned by the Holder  shall  include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which determination
of such  proviso is being made,  but shall  exclude  the shares of Common  Stock
which would be issuable upon (i) exercise of the remaining, unexercised warrants
beneficially  owned  by the  Holder  and  (ii)  exercise  or  conversion  of the
unexercised  or  unconverted  portion  of any other  securities  of the  Company
beneficially  owned by the  Holder  subject to a  limitation  on  conversion  or
exercise  analogous to the limitation  contained herein.  Except as set forth in
the preceding  sentence,  for purposes of this paragraph,  beneficial  ownership
shall be calculated in accordance with Section 13(d) of the Securities  Exchange
Act of 1934,  as  amended.  The Holder may waive the  foregoing  4.9%  ownership
limitation  by written  notice to the  Company  upon not less than 61 days prior
written  notice (with such waiver taking effect only upon the expiration of such
sixty-one (61) day notice period).

         2.2  Holder  of  Record.  At such  time the  person  in whose  name any
certificate  for shares of Warrant  Shares shall be issuable  upon such exercise
shall be deemed for all  corporate  purposes to have become the Holder of record
of such shares,  regardless of the actual  delivery of  certificates  evidencing
such shares.

         2.3  Delivery of Stock  Certificates.  As  permitted  under  applicable
federal  securities  laws, as soon as  practicable  after  delivery of a Warrant
Exercise  Notice to the  Company,  and in any event  not  later  than  three (3)
Business  Days after any  Warrant  Exercise  Notice is deemed  delivered  to the
Company  pursuant to Section 2.5 hereof,  the Company at its expense shall issue
Warrant  Shares via credit to the  Holder's  account  with DTC for the number of
Warrant  Shares to which the Holder is entitled  upon such  exercise  or, if the
Transfer  Agent  is not  participating  in The  DTC  Fast  Automated  Securities
Transfer  Program  and DWAC  system in respect of the  Common  Stock,  issue and
surrender  to the  address  as  specified  in the  Warrant  Exercise  Notice,  a
certificate,  registered  in the name of the  Holder  or its  designee,  for the
number of shares of Common  Stock to which the Holder  shall be entitled to upon
such exercise.

         2.4 Cashless Exercise if No Registration  Statement  Available.  At any
time  for any  reason  or for no  reason,  if a  registration  statement  is not
available so that the Warrant  Shares would be issued to the Holder  without any
restrictive  transfer  legend  and  be  freely  tradable  by the  Holder  upon a
non-cashless  exercise  hereof,  in such case and only in such case,  the Holder
may, by providing  notice thereof to the Company in a Warrant  Exercise  Notice,
elect to exercise  this  Warrant,  in whole or in part,  for a number of Warrant
Shares determined in accordance with the following formula:

X = Y(A-B)
    ------
       A

Where:
-----
X = The number of Warrant Shares to be issued to the Holder.
Y = The number of Warrant Shares  purchasable  under this Warrant as of the date
that the Warrant  Exercise Notice is deemed delivered to the Company pursuant to
Section 2.5 hereof.
A = The Fair Market  Value of one share of Common  Stock (or other  security for
which the Warrant is then exercisable).


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B = Exercise Price (as adjusted under Section 3 hereof).

For purposes of this Section 2.4, the "Fair Market Value" per share shall be the
highest  Sale Price of the Common  Stock during the five (5) Business Day period
immediately prior to the date that the Warrant Exercise Notice is deemed to have
been delivered to the Company pursuant to Section 2.5 hereof.

         2.5 Deemed Delivery of the Warrant Exercise Notices. In connection with
any  exercise  of this  Warrant,  a  Warrant  Exercise  Notice  shall be  deemed
delivered to the Company:  (i) upon receipt,  when  delivered  personally by the
Holder or its  representative to an officer or employee of the Company;  or (ii)
on one Business Day after the date that the Warrant Exercise Notice is deposited
with a nationally  recognized overnight delivery or currier service addressed to
the Company at the address of the Company as set forth in Section 8.5 hereof.

         Section 3.  Adjustment  of  Purchase  Price and  Number of Shares.  The
Warrant Exercise Price and the kind of securities  issuable upon exercise of the
Warrant shall be adjusted from time to time as follows:

         3.1 Subdivision or Combination of Shares (Stock Splits). If the Company
at any time effects a subdivision or combination of the outstanding Common Stock
(through a stock  split or  otherwise),  the number of shares of Warrant  Shares
shall be  increased,  in the case of a  subdivision,  or the number of shares of
Warrant  Shares shall be decreased,  in the case of a  combination,  in the same
proportions  as the  Common  Stock  is  subdivided  or  combined,  in each  case
effective  automatically upon, and simultaneously with, the effectiveness of the
subdivision or combination which gives rise to the adjustment.

         3.2 Action Affecting Common Stock. If at any time the Company takes any
action affecting its Common Stock, other than an action described in Section 3.1
which,  in the opinion of the Board of Directors  of the Company (the  "Board"),
would have an adverse  effect  upon the  exercise  rights of the  Warrants,  the
Warrant  Exercise Price or the kind of securities  issuable upon exercise of the
Warrants,  or both,  shall be  adjusted  in such  manner and at such time as the
Board  may in  good  faith  determine  to be  equitable  in  the  circumstances;
provided,  however,  that the purpose of this  Section is to prevent the Company
from taking any action  which has the effect of diluting the number of shares of
Warrant Shares issuable upon exercise of this Warrant.

         Section 4. Reservation of Stock,  etc. The Company covenants and agrees
that it will at all times have  authorized,  reserve and keep available,  solely
for  issuance  and delivery  upon the  exercise of this  Warrant,  the number of
shares of Warrant  Shares from time to time  issuable  upon the exercise of this
Warrant.  The Company further covenants and agrees that this Warrant is, and any
Warrants  issued in  substitution  for or  replacement  of this  Warrant and all
Warrant Shares, will upon issuance be duly authorized and validly issued and, in
the case of Warrant Shares,  upon issuance will be fully paid and non-assessable
and free from all  preemptive  rights of any  stockholder,  and from all  taxes,
liens and charges with respect to the issue thereof (other than transfer  taxes)
and,  if the  Common  Stock  of the  Company  is  then  listed  on any  national
securities  exchanges  (as defined in the Exchange Act of 1934,  as amended (the
"Exchange Act")) or quoted on NASDAQ,  shall be, subject to the restrictions set
forth in Section 5, duly  listed or quoted  thereon,  as the case may be. In the
event that the number of  authorized  but  unissued  shares of such Common Stock
shall not be  sufficient  to effect the  exercise  of this entire  Warrant  into
Warrant Shares, then in addition to such other remedies as shall be available to
the Holder of this  Warrant,  the Company  shall  promptly  take such  corporate
action as may be  necessary to increase its  authorized  but unissued  shares of
such  Common  Stock to such  number of shares  as shall be  sufficient  for such
purpose.


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Section 5.        Ownership, Transfer and Substitution of Warrants.

         5.1  Transfer  and  Exchange of  Warrants.  Upon the  surrender  of any
Warrant,  properly endorsed, for registration of transfer or for exchange at the
principal  office of the  Company,  the Company at its expense  will execute and
deliver to the Holder thereof,  upon the order of such Holder,  a new Warrant or
Warrants of like tenor, in the name of such Holder or as such Holder may direct,
for such  number of shares  with  respect to each such  Warrant,  the  aggregate
number of shares in any event not to exceed  the  number of shares for which the
Warrant so surrendered had not been exercised.

         5.2  Registration  Rights.  The holder of this  Warrant is  entitled to
certain  registration  rights with respect to the Warrant  Shares  issuable upon
exercise  thereof.  Said  registration  rights  are set forth in a  Registration
Rights Agreement by and between the Holder and the Company.  if the registration
statement  contemplated in the registration rights agreement is not effective at
the time of any issuance and the shares are not exempt from  registration  under
Rule 144, the Warrant Shares shall be issued in certificated form and shall bear
only the following restrictive legend:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE STATE  SECURITIES  LAWS,  UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR (2) AN OPINION OF HOLDER'S  COUNSEL,
IN A  CUSTOMARY  FORM,  THAT  REGISTRATION  IS NOT  REQUIRED  UNDER  SAID ACT OR
APPLICABLE STATE SECURITIES LAWS.

         5.3  Exemption  from  Registration.  If an opinion of Holder's  counsel
provides that registration is not required for the proposed exercise or transfer
of this  Warrant or the  proposed  transfer of the  Warrant  Shares and that the
proposed  exercise or transfer in the absence of registration  would require the
Company  to take  any  action  including  executing  and  filing  forms or other
documents with the Securities and Exchange  Commission  (the "SEC") or any state
securities  agency, or delivering to the Holder any form or document in order to
establish  the right of the  Holder  to  effectuate  the  proposed  exercise  or
transfer,  the Company agrees promptly, at its expense, to take any such action;
and provided,  further,  that the Company will  reimburse the Holder in full for
any expenses  (including but not limited to the fees and  disbursements  of such
counsel, but excluding brokers'  commissions) incurred by the Holder or owner of
Warrant  Shares on his, her or its behalf in  connection  with such  exercise or
transfer of the Warrant or transfer of Warrant Shares.

Section 6. No Rights or Liabilities as  Shareholder.  Nothing  contained in this
Warrant shall be construed as conferring  upon the Holder hereof any rights as a
shareholder  of the Company or as  imposing  any  liabilities  on such holder to
purchase  any  securities  or as a  shareholder  of the  Company,  whether  such
liabilities are asserted by the Company or by creditors of the Company.

Section 7. Rule 144 Sales.  At the  request of any Holder who  proposes  to sell
securities  in  compliance  with  Rule  144 of the  SEC,  the  Company  will (i)
forthwith  furnish to such Holder a written  statement  of  compliance  with the
filing  requirements  of the SEC as set forth in Rule 144,  as such rules may be
amended from time to time and (ii) make  available to the public and such Holder
such information as will enable the Holder to make sales pursuant to Rule 144.


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<PAGE>

Section 8.        Miscellaneous.

         8.1  Amendment and Waiver.  This Warrant may be amended with,  and only
with, the written consent of the Company and the Holder. Any waiver of any term,
covenant, agreement or condition contained in this Warrant shall not be deemed a
waiver of any other term,  covenant,  agreement or condition,  and any waiver of
any default in any such term,  covenant,  agreement  or  condition  shall not be
deemed a waiver of any later  default  thereof  or of any  default  of any other
term, covenant, agreement or condition.

         8.2  Representations  and Warranties to Survive.  All  representations,
warranties  and  covenants  contained  herein shall  survive the  execution  and
delivery  of this  Warrant  and the  issuance  of any  Warrant  Shares  upon the
exercise hereof.

         8.3  Severability.  In the  event  that any  court or any  governmental
authority  or agency  declares all or any part of any Section of this Warrant to
be unlawful or  invalid,  such  unlawfulness  or  invalidity  shall not serve to
invalidate  any other  Section  of this  Warrant,  and in the event  that only a
portion  of  any  Section  is  so  declared  to be  unlawful  or  invalid,  such
unlawfulness  or invalidity  shall not serve to  invalidate  the balance of such
Section.

         8.4 Binding  Effect;  No Third Party  Beneficiaries.  All provisions of
this  Warrant  shall be binding upon and inure to the benefit of the parties and
their   respective   heirs,   legatees,   executors,    administrators,    legal
representatives,  successors,  and permitted  transferees and assigns. No person
other than the Holder of this  Warrant and the  Company  shall have any legal or
equitable right, remedy or claim under or in respect of this Warrant.

         8.5 Notices. Except for a Warrant Exercise Notice which shall be deemed
delivered  pursuant to Section 2.5 hereof,  any  notices,  consents,  waivers or
other  communications  required or permitted to be given under the terms of this
Warrant must be in writing and will be deemed to have been  delivered:  (i) upon
receipt,  when delivered  personally;  (ii) upon receipt, when sent by facsimile
(provided   confirmation  of  transmission  is  mechanically  or  electronically
generated  and kept on file by the sending  party);  or (iii) one  Business  Day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:


                  If to the Company:
                           XsunX, Inc.
                           65 Enterprise
                           Aliso Viejo, CA 92656
                           Phone:           949-330-8060
                           Facsimile:       949-266-5823
                           Attention:       Chief Executive Officer

                  With a copy to:
                           K & L Gates LLP
                           Miami Center, 20th Floor,
                           201 South Biscayne Blvd.
                           Miami, FL 33131-2399
                           Telephone:       305-539-3300
                           Facsimile:       305-358-7095
Attention:        Clayton Parker


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<PAGE>

                  If to the Holder:
                           Fusion Capital Fund II, LLC
                           222 Merchandise Mart Plaza, Suite 9-112
                           Chicago, IL 60654
                           Telephone:       312-644-6644
                           Facsimile:       312-644-6244
                           Attention:       Steven G. Martin

                  If to the Transfer Agent:
                           Mountain Share Transfer
                           1625 Abilene Drive,
                           Broomfield, Colorado 80020
                           Telephone:       303-460-1149
                           Facsimile:       303-438-9243
                           Attention:       Beth Powell


         or at  such  other  address  and/or  facsimile  number  and/or  to  the
attention of such other person as the  recipient  party has specified by written
notice  given  to  each  other  party  three  (3)  Business  Days  prior  to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time,  date, and recipient  facsimile number or (C) provided by a
nationally  recognized overnight delivery service,  shall be rebuttable evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

         8.6 Governing Law; Jurisdiction;  Jury Trial. The corporate laws of the
State of Colorado shall govern all issues  concerning the relative rights of the
Company and its shareholders.  All other questions  concerning the construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
the internal laws of the State of Illinois,  without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Illinois or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions  other than the State of Illinois.  Each party hereby  irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of Chicago,  for the adjudication of any dispute hereunder or under the
other Transaction Documents or in connection herewith or therewith,  or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner  permitted by law. EACH PARTY HEREBY  IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO  REQUEST,  A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

         8.7 Loss of Warrant. Upon receipt by the Company of a written statement
of the Holder to it of the loss, theft or destruction of this Warrant,  and upon


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<PAGE>

surrender  for  cancellation  of this Warrant if  mutilated,  the Company  shall
execute and deliver a new Warrant of like tenor and date as replacement hereof.

         8.8 Entire  Agreement.  This  Warrant,  the Purchase  Agreement and the
Registration  Rights  Agreement  of even  date  herewith  represent  the  entire
agreement and  understanding  between the parties  concerning the subject matter
hereof and supercede all prior and contemporaneous  agreements,  understandings,
representations and warranties with respect thereto.

         8.9 Headings.  The headings  used herein are used for convenience  only
and are not to be considered in construing or interpreting this Warrant.

                                    COMPANY:

                                    XsunX, INC.


                                    By:______________________
                                    Name: ___________________
                                    Title: ____________________





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<PAGE>

                                     FORM OF
                             WARRANT EXERCISE NOTICE


Date:______________


XsunX, Inc.
Attn: President
65 Enterprise
Aliso Viejo, CA 92656

Ladies and Gentlemen:The  undersigned,  being the holder of your Warrant for the
purchase of _________ Warrant Shares issued November 1, 2007,  accompanying this
letter, hereby irrevocably exercises such Warrant for ________ shares of Warrant
Shares (as  defined in said  Warrant),  and  herewith  delivers  ___________  as
payment  therefor in accordance with the Warrant,  and requests that such shares
of Warrant Shares be issued in the name of, and delivered to FUSION CAPITAL FUND
II, LLC, at the address shown below the signature line hereof.

If said number of shares shall not be all the shares  issuable  upon exercise of
the  attached  Warrant,  a new  Warrant  is to be  issued  in  the  name  of the
undersigned  for the balance  remaining  of such  shares less any  fraction of a
share paid in cash.


FUSION CAPITAL FUND II, LLC
BY: FUSION CAPITAL PARTNERS, LLC

By:_________________________
Name:
Title:

Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654




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