EXHIBIT 10.2

                  CONSULTANCY AND ADVISORY WARRANT TO PURCHASE
                           COMMON STOCK OF XSUNX, INC.



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EXHIBIT 10.2


Warrant Grant # 03-2004


 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION THEREFROM
IS AVAILABLE.

                  CONSULTANCY AND ADVISORY WARRANT TO PURCHASE
                           COMMON STOCK OF XSUNX, INC.


     This Consultancy and Advisory Warrant ("Warrant") is issued as compensation
for Dr. Madan's  advice and  consultation  efforts in the  furtherance of XsunX,
Inc. business  objectives  pursuant to the terms of such engagement as set forth
in that certain  Consultancy and Advisory  Agreement and that certain Technology
Sharing and License Agreement as set forth at Paragraph 17 hereof .

     This Warrant  certifies  that  MVSystems,  Inc.  (the  "Holder")  for value
received,  is entitled to purchase from Xsunx,  Inc. (the "Company") One Million
(1,000,000)  shares of the Company's Common Stock (the "Common Stock") for a per
share exercise price equal to $ .15 (the "Per Share Exercise Price"). This right
may be exercised  subject to the conditional  vesting  provisions of Paragraph 1
below,  and upon  surrender to the Company at its  principal  office (or at such
other location as the Company may advise the Holder in writing) of this Warrant,
properly  endorsed,  with the Notice of Exercise and Subscription  Form attached
hereto duly filled in and signed,  if  applicable,  and upon  payment in cash or
other form of good and immediately  available funds  reasonably  satisfactory to
the Company of the  aggregate  Per Share  Exercise  Price for the full number of
shares for which this Warrant is being  exercised  determined in accordance with
the provisions hereof.


1.       RIGHT TO EXERCISE

          Subject to the Vesting  Schedule 1.1.  below and the other  conditions
          set  forth  in this  Agreement,  all or part  of this  Warrant  may be
          exercised  prior to its  expiration  from the  date  hereof  up to and
          including  5:00 p.m.  (Denver  City time) on  September  17, 2009 (the
          "Expiration Date")at the time or times set forth herein.

               1.1 Vesting Schedule.

               (i) The Option  shall  become  exercisable  at the rate of 25,000
               Shares per month  during and up to the first  twenty-four  months
               (24) of engagement by XsunX, Inc. of Dr. Madan.


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               (ii) The  Warrant  shall  become  exercisable  in the  amount  of
               150,000 shares upon the satisfactory completion of Phase 2 of the
               XsunX,  Inc.  development  proposal as defined under that certain
               MVS Phase 2 development proposal.



               (iii) The  Warrant  shall  become  exercisable  in the  amount of
               250,000  shares  upon  the  sale  and/or  licensure  of an  XsunX
               process.



2.       ISSUANCE OF CERTIFICATES.

     Certificates  for the shares of Common Stock acquired upon exercise of this
Warrant,  together with any other  securities or property to which the Holder is
entitled upon such  exercise,  will be delivered to the Holder by the Company at
the Company's  expense  within a reasonable  time after this Warrant has been so
exercised and payment of the full Per Share Exercise Price has been delivered to
the Company as set forth above and such funds have been confirmed to the account
of the Company. The Company will deliver authorization instructions to its share
transfer  agent for the  issuance of the above  referenced  Common  Stock within
three (3) business days of satisfaction of the above requirements.

     Each stock certificate so delivered will be in such denominations of Common
Stock as may be  requested by the Holder and will be  registered  in the name of
the  Holder.  In case of a  purchase  of less  than all the  shares  that may be
purchased  under this Warrant,  the Company will cancel this Warrant and execute
and  deliver a new  Warrant or  Warrants  of like  tenor for the  balance of the
shares  purchasable  under this Warrant to the Holder  within a reasonable  time
after surrender of this Warrant.

3.       SHARES FULLY-PAID, NONASSESSABLE, ETC.

     All shares of Common Stock issued upon exercise of this Warrant will,  upon
issuance, be duly authorized,  validly issued,  fully-paid and nonassessable and
free of all taxes,  liens and charges  with  respect to the issue  thereof.  The
Company will use reasonable commercial efforts to reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting  the  exercise  of this  Warrant,  such number of its shares of Common
Stock as from time to time are  sufficient  to effect the full  exercise of this
Warrant.  If at any time the number of authorized but unissued  shares of Common
Stock are not  sufficient  to effect the exercise of this  Warrant,  the Company
will use reasonable  commercial efforts to take such corporate action as may, in
the opinion of its counsel,  be reasonably  necessary to increase its authorized
but unissued  shares of Common Stock to such number of shares as are  sufficient
for such purpose.

4.       NET ISSUE EXERCISE.

     Notwithstanding  any provisions herein to the contrary,  if the fair market
value of one share of the  Company's  Common Stock is greater than the Per Share
Exercise  Price  (at the date of  calculation  as set forth  below),  in lieu of
exercising  this Warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being

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canceled) by surrender of this Warrant at the  principal  office of the Company,
together with the properly endorsed Notice of Exercise and Subscription Form and
notice of such  election,  in which event the Company will issue to the Holder a
number of shares of Common Stock computed using the following formula:

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

     Where X = the number of shares of Common Stock to be issued to the Holder

     Y = the number of shares of Common Stock purchasable under this Warrant or,
if only a portion  of this  Warrant  is being  exercised,  the  portion  of this
Warrant being canceled (at the date of such calculation)

     A = the fair market  value of one share of the  Company's  Common Stock (at
the date of such calculation)

     B = Per Share Exercise Price (as adjusted to the date of such calculation)

     For  purposes of the above  calculation,  fair market value of one share of
Common  Stock will be the  average of the  closing  bid prices of the  Company's
shares of Common Stock as quoted on the New York Stock Exchange (the "NYSE") (or
on such other United States stock exchange or public trading market on which the
shares  of the  Company  trade  if,  at the time of the  election,  they are not
trading on the NYSE),  for the five (5)  consecutive  trading  days  immediately
preceding the date of the date the  completed,  executed  Notice of Exercise and
Subscription Form is received,  or (ii) in the absence of an established  market
or public  marketability  for the Stock due to  trading  restrictions,  the fair
market value shall be  determined  in good faith by the  Administrator  and such
determination shall be conclusive and binding on all persons.

5.       ADJUSTMENTS.

     5.1  Adjustment  for Stock Splits and  Combinations.  If the Company at any
time or from time to time during the term of this Warrant  effects a subdivision
of the  outstanding  Common  Stock,  the Per  Share  Exercise  Price  in  effect
immediately  before that subdivision will be  proportionately  decreased and the
number of  remaining  shares that can be purchased  under this warrant  shall be
proportionatly  increased to effect the same subdivision of warrants as with the
outstanding Common Stock. Conversely, if the Company at any time or from time to
time during the term of this Warrant  combines the outstanding  shares of Common
Stock into a smaller  number of shares,  the Per Share  Exercise Price in effect
immediately  before the combination  will be  proportionately  increased and the
number of  remaining  shares that can be purchased  under this warrant  shall be
proportionatly  decreased to effect the same subdivision of warrants as with the
outstanding  Common  Stock.  Any  adjustment  under this Section 5.1 will become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

     5.2 Adjustment for Reclassification,  Exchange and Substitution.  If at any
time or from time to time  during  the term of this  Warrant  the  Common  Stock
issuable  upon  the  exercise  of this  Warrant  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification or otherwise (other than a recapitalization,

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subdivision, combination, reclassification or exchange provided for elsewhere in
this  Section 5), the Holder  will have the right  thereafter  to exercise  this
Warrant  for the kind and  amount  of stock and other  securities  and  property
receivable  upon such  recapitalization,  reclassification  or other change into
which  the  shares  of Common  Stock  issuable  upon  exercise  of this  Warrant
immediately  prior to such  recapitalization,  reclassification  or change could
have been  converted,  all subject to further  adjustment as provided  herein or
with respect to such other securities or property by the terms thereof.

     5.3 Reorganizations. If at any time or from time to time during the term of
this Warrant there is a capital reorganization of the Common Stock (other than a
recapitalization,   subdivision,   combination,   reclassification  or  exchange
provided  for  elsewhere  in  this  Section  5),  as  a  part  of  such  capital
reorganization,  provision  will be made so that the Holder will  thereafter  be
entitled to receive upon  exercise of this Warrant the number of shares of stock
or other  securities  or property of the Company to which a holder of the number
of shares of Common Stock  deliverable  upon exercise of this Warrant would have
been entitled on such  capitalization  reorganization,  subject to adjustment in
respect of such stock or securities by the terms thereof.

6.       OBLIGATION TO SELL.

     Notwithstanding  anything herein to the contrary,  if at any time following
Holder's acquisition of Shares hereunder, stockholders of the Company owning 51%
or more of the shares of the Company (on a fully  diluted  basis) (the  "Control
Sellers")  enter into an agreement  (including  any  agreement in  principal) to
transfer  all of their  shares  to any  person or group of  persons  who are not
affiliated  with the Control  Sellers,  such  Control  Sellers may require  each
stockholder who is not a Control Seller (a "Non-Control  Seller") to sell all of
their  shares  to such  person or group of  persons  at a price and on terms and
conditions  the same as those on which such Control  Sellers have agreed to sell
their shares,  other than terms and  conditions  relating to the  performance or
non-performance  of services.  For the purposes of the  preceding  sentence,  an
affiliate of a Control Seller is a person who controls,  which is controlled by,
or which is under common control with, the Control Seller.

7.       STOCKHOLDERS AGREEMENT

     As a condition  to the  transfer of Stock  pursuant  to this  Warrant,  the
Company, in its sole and absolute discretion,  may require the Holder to execute
and  become a party to any  agreement  by and among the  Company  and a material
number of its  stockholders  which exists on or after the effective date of this
Warrant  (the  "Stockholders  Agreement").  If the  Holder  becomes a party to a
Stockholders  Agreement, in addition to the terms of this Warrant, the terms and
conditions of Stockholders Agreement shall govern Holders's rights in and to the
Stock; and if there is any conflict between the provisions of the

Stockholders  Agreement and this  Warrant,  the  provisions of the  Stockholders
Agreement shall be controlling. Notwithstanding anything to the contrary in this
Section 7, if the  Stockholders  Agreement  contains any provisions  which would
violate Colorado corporate law if applied to the participant,  the terms of this
Warrant shall govern the participant's rights with respect to such provisions.

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8.       TAXES.

     The Company  shall not become  obligated  for or pay any taxes imposed upon
the Holders by reason of the issuance of this Warrant or the exercise  hereof or
otherwise  in  connection  with the  shares  of Common  Stock to be issued  upon
exercise  of this  Warrant.  Notwithstanding  the  foregoing,  the  Company  may
withhold  from any shares of Common  Stock to be issued  upon  exercise  of this
Warrant  such  amounts  as may be  reasonably  required  to  satisfy  any backup
withholding  or other  withholding  obligation of the Company with regard to the
issuance of this Warrant or the exercise  hereof or otherwise in connection with
the shares of Common Stock to be issued upon exercise of this Warrant.

9.       NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.

     Nothing  contained in this Warrant will be construed as conferring upon the
Holder the right to vote or to consent or to receive  notice as a shareholder of
the Company or any other matters or any rights  whatsoever  as a shareholder  of
the Company.  No dividends or interest  will be payable or accrued in respect of
this  Warrant  or the  interest  represented  hereby or the  shares  purchasable
hereunder until, and only to the extent that, this Warrant has been exercised.


10.      TRANSFER OR ASSIGNMENT OF Warrant

     Except as provided herein, the Holder may not assign,  sell or transfer the
Warrant,  in whole or in part. The Company may however,  in its sole  discretion
permit the  transfer or  assignment  of this  Warrant  and all rights  hereunder
subject to any other  written  agreement  between the Holder and the Company and
compliance   with  applicable   Federal  and  state   securities  laws  and  the
restrictions.


11.      MODIFICATION AND WAIVER.

     This Warrant and any provision hereof may be changed, waived, discharged or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of the same is sought.


12.      NOTICES.

     Any notice  required by the  provisions  of this Warrant will be in writing
and will be deemed effectively given: (a) upon personal delivery to the party to
be notified; (b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day; (c) five
(5) days after having been sent by registered or certified mail,  return receipt
requested,  postage prepaid;  or (d) one (1) day after deposit with a nationally
recognized  overnight  courier,  specifying  next  day  delivery,  with  written
verification  of receipt.  All notices  will be  addressed  to the Holder at the
address of the Holder appearing on the books of the Company.


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Notice shall be addressed to the Company at:

                                    XsunX, Inc
                                    Att: President
                                    65 Enterprise
                                    Aliso Viejo, CA 92656
                                    Fax: (949) 330-8061

                                    With copy to (which copy shall not
                                    constitute notice):

                                    Michael A. Littman, Attorney
                                    7609 Ralston Road
                                    Arvada, CO 80002
                                    Fax: (303) 431-1567

13.      LOST WARRANTS.

     Upon  receipt of  evidence  reasonably  satisfactory  to the Company of the
loss, theft, destruction,  or mutilation of this Warrant, and upon receipt of an
indemnity,  surety,  undertaking  or  security  reasonably  satisfactory  to the
Company (and in the case of any such mutilation upon surrender and  cancellation
of the original  mutilated  Warrant),  the Company  shall,  in  accordance  with
applicable  law, make and deliver a new Warrant,  of like tenor,  in lieu of the
lost, stolen,  destroyed or mutilated  Warrant.  The Company may, as a condition
precedent to making or  delivering a new  Warrant,  reasonably  require that the
Holder make and deliver to the Company an  affidavit or  declaration  made under
penalty of perjury,  as to the loss, theft,  destruction,  or mutilation of this
Warrant.

14.      FRACTIONAL SHARES.

     No  fractional  shares of Common Stock will be issued upon exercise of this
Warrant. If the conversion would result in the issuance of any fractional share,
the Company may, in lieu of issuing any fractional  share, pay cash equal to the
product of such  fraction  multiplied  by the closing bid price of the Company's
Common Stock on the date of conversion.

15.      NO REGISTRATION RIGHTS

     The Company  may, but shall not be  obligated  to,  register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Warrant to comply with any law.

16.      RESTRICTIONS ON TRANSFER

     16.1  Securities Law  Restrictions.  Regardless of whether the offering and
sale of Shares under this Warrant have been registered  under the Securities Act
or have been registered or qualified under the securities laws of any state, the
Company,  at its discretion,  may impose  restrictions  upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends on

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stock  certificates or the imposition of stop-transfer  instructions) if, in the
judgment of the Company,  such  restrictions are necessary or desirable in order
to achieve  compliance with the Securities Act, the securities laws of any state
or any other law.

     16.2 Market Stand-Off.  In the event of an underwritten  public offering by
the  Company of its equity  securities  pursuant  to an  effective  registration
statement filed under the Act,  including the Company's  initial public offering
(a "Public  Offering"),  the Holder  shall not  transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters,  for
such  period  of time from and after  the  effective  date of such  registration
statement as may be requested by the Company or such  underwriters  (the "Market
Stand-Off").  The Market  Stand-off  shall be in effect for such  period of time
following the date of the final  prospectus for the offering as may be requested
by the Company or such underwriters.  In the event of the declaration of a stock
dividend,  a spin-off,  a stock split,  an  adjustment in  conversion  ratio,  a
recapitalization  or a similar transaction  affecting the Company's  outstanding
securities without receipt of consideration,  any new, substituted or additional
securities which are by reason of such  transaction  distributed with respect to
any Shares  subject to the Market  Stand-Off,  or into which such Shares thereby
become  convertible,  shall immediately be subject to the Market  Stand-Off.  In
order to enforce the Market  Stand-Off,  the  Company  may impose  stop-transfer
instructions  with respect to the Shares  acquired  under this Warrant until the
end of the applicable stand-off period.

     16.3 Investment  Intent at Grant. The Holder represents and agrees that the
Shares  to be  acquired  upon  exercising  this  Warrant  will be  acquired  for
investment, and not with a view to the sale or distribution thereof.

     16.4  Investment  Intent at Exercise.  In the event that the sale of Shares
under this Warrant is not  registered  under the Securities Act but an exemption
is   available   which   requires   an   investment   representation   or  other
representation,  the Holder  shall  represent  and agree at the time of exercise
that the Shares being  acquired upon  exercising  this option are being acquired
for  investment,  and not with a view to the sale or distribution  thereof,  and
shall make such other  representations as are deemed necessary or appropriate by
the Company and its counsel.

     16.5 Rule 144. Holder  acknowledges  and understands that the Shares may be
subject to transfer and sale  restrictions  imposed  pursuant to SEC Rule 144 of
the  Rules  promulgated  under  the  Securities  Act of  1933  ("Act")  and  the
regulations promulgated  thereunder.  Holder shall comply with Rule 144 and with
all policies and  procedures  established by the Company with regard to Rule 144
matters.  Holder  acknowledged  that in the event that the sale of Shares  under
this  Warrant is not  registered  under the  Securities  Act the  Company or its
attorneys or transfer agent will require a restrictive legend on the certificate
or certificates  representing  restrictions on transfer of the Shares imposed by
Rule 144.

     16.6 Legends.  All  certificates  evidencing  Shares  purchased  under this
Warrant in an unregistered transaction shall bear the following legend (and such
other  restrictive  legends  as are  required  or  deemed  advisable  under  the
provisions of any applicable law):

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR OTHERWISE  TRANSFERRED
WITHOUT  AN  EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH ACT OR AN  OPINION OF

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COUNSEL,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED."

     16.7 Removal of Legends. If, in the opinion of the Company and its counsel,
any legend  placed on a stock  certificate  representing  Shares sold under this
Warrant no longer is required,  the holder of such certificate shall be entitled
to exchange such  certificate for a certificate  representing the same number of
Shares but without such legend.

     16.8  Administration.  Any  determination by the Company and its counsel in
connection  with  any of the  matters  set  forth  in this  Section  16 shall be
conclusive and binding on the Holder and all other persons.

17.      Consultancy, Advisory and Technology Sharing and License Agreements

     This Warrant is issued  pursuant to those certain  Consultancy and Advisory
Agreement and Technology Sharing and License Agreement both effective  September
17, 2004.  The terms of the  Consultancy  and Advisory  Agreement and Technology
Sharing and License  Agreement shall control over any conflicting  terms in this
Warrant.  Any  breach  under  the  Consultancy  and  Advisory  Agreement  or the
Technology  Sharing and License  Agreement  shall  constitue a breach under this
Warrant and allows the Company to terminate this Warrant in whole or in part.

18.      GOVERNING LAW; VENUE.

     This Warrant will be construed  and enforced in  accordance  with,  and the
rights of the  parties  will be  governed  by, the laws of the State of Colorado
without  regard to conflict of laws  principles.  Venue in any action arising by
reason of this Warrant shall lie exclusively in Orange County, California.


                          [See Attached Signature Page]


<PAGE>




This Warrant is made effective as of this 17th day of September, 2004.


                             COMPANY:   Xsunx, Inc., a Colorado corporation


                                        By: ________________________________
                                        Name:  Tom M. Djokovich
                                        Title:   Chief Executive Officer





                             HOLDER:    MVSystems, Inc., a Colorado Corporation


                                        By: ________________________________

                                        Name:

                                        Title:



                                        ------------------------------------
                                        [Address]

                                        ------------------------------------
                                        [Address]

                                        ------------------------------------
                                        [Address]


                                        ------------------------------------
                                        [Tax Identification]



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                               EXHIBIT TO WARRANT

                    SUBSCRIPTION FORM AND NOTICE OF EXERCISE

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

Ladies and Gentlemen:

     The undersigned,  the holder of the enclosed  Warrant,  hereby  irrevocably
elects to  exercise  the  purchase  rights  represented  by the  Warrant  and to
purchase  thereunder  __________  shares of Common  Stock of  XSUNX,  INC.  (the
"Company"),  and herewith  encloses payment of $___________  and/or  ___________
shares of the Company's common stock,  (the "Purchase Price") in full payment of
the Purchase Price of such shares being purchased.

     Exercise of the Warrant shall not be deemed effective unless and until good
and  immediately  available  funds in the full amount of the Purchase Price have
been  confirmed in the account of the Company.  The  original  Warrant  shall be
presented with this Subscription Form and Notice of Exercise.

     The Company  may, in its  discretion,  withhold a portion of some or all of
the  exercised  shares or other amounts for the payment of taxes or other items.
Holder  represents  that  Holder  is  not  subject  to  any  backup  withholding
requirements. Holder acknowledges that the shares of stock of the Company issued
upon  exercise  will not be entitled to any  dividend  declared  upon such stock
prior to the effective date of exercise of the Warrant.

     Holder hereby  constitutes this Subscription Form and Notice of Exercise as
an assignment, deposit tender, and transfer in blank of the Warrant as set forth
therein. Holder hereby irrevocably constitutes and appoints the secretary of the
Company as Holder's  attorney in fact to issue  shares upon the  exercise of the
Warrant and reflect the same on the books and records of the Company, cancel the
Warrant,  issue a new Warrant,  if applicable,  and perform any necessary act on
behalf of Holder, with full power substitution.

                                      Very truly yours,

                                      -------------------------------------

                                      By: __________________________________

                                      Title: _________________________________