STOCK
      PURCHASE AGREEMENT AND REPRESENTATIONS

    


    This
      stock purchase agreement ("Agreement"), along with the Signature Page and
      Questionnaire attached hereto, and by this reference incorporated herein, is
      made effective January 16, 2008 by and between XsunX, a Colorado corporation
      ("XsunX") and the purchaser(s) signatory hereto (“Private Purchaser”). XsunX has
      received an offer to purchase certain shares of common voting stock ("Shares")
      of XsunX by Private Purchaser, and XsunX and Private Purchaser agree as set
      forth herein and represent to each other with regard thereto as
      follows:

    


    1. XsunX
      is
      a duly organized Colorado corporation. The Articles of Incorporation of XsunX
      were filed on February 25, 1997. XsunX is authorized by its Articles of
      Incorporation to issue up to 500,000,000 shares of common voting stock, no
      par
      value per share, of which 164,752,188 shares are outstanding as of the date
      hereof.

    


    2. Neither
      XsunX nor any of its officers, directors, employees, agents or representatives
      have made any representation or statement of opinion regarding the value of
      XsunX or the Shares, Private Purchaser is purchasing the Shares purely on a
      speculative basis and confirms that Private Purchaser has been given no reason
      to believe that Private Purchaser will receive any return on the purchase of
      Shares.

    


    3. Private
      Purchaser has offered to purchase the number of Shares at a price per share
      set
      forth on the Signature Page and Questionnaire which is attached hereto,
      incorporated herein, and made a part hereof, for a total purchase price as
      set
      forth on the Signature Page and Questionnaire. The purchase price shall be
      payable in cash or cash equivalent representing immediately available funds
      to
      the satisfaction of XsunX. Private Purchaser shall pay the purchase price prior
      to the issuance of the Shares. The Shares may be sold from authorized but
      unissued shares of XsunX, or treasury shares held by XsunX.

    


    4. Private
      Purchaser understands that Private Purchaser must bear the economic risk of
      the
      investment for an indefinite period of time because the Shares will be
      restricted and no public market will exist for the Shares. Private Purchaser
      understands the speculative nature of investment in XsunX and that Private
      Purchaser could lose Private Purchaser's entire purchase price
      payment.

    


    5. Private
      Purchaser represents that it has been called to Private Purchaser's attention
      that Private Purchaser's proposed investment in XsunX involves a high degree
      of
      risk which may result in the loss of the total amount of that
      investment.

    


    6. Private
      Purchaser acknowledges that XsunX has made available to Private Purchaser or
      Private Purchaser's personal advisors the opportunity to obtain any and all
      information required to evaluate the merits and risks of purchase of the Shares,
      and that XsunX has, prior to the sale of the Shares, accorded Private Purchaser
      and Private Purchaser's representative, if any, the opportunity to ask questions
      and receive answers concerning the terms and conditions of the proposed purchase
      and to obtain any additional information necessary to evaluate the merits and
      risks of the purchase of the Shares.

    


    7. Private
      Purchaser and (if applicable) Private Purchaser's personal advisors and
      representatives have had an opportunity to ask questions of and receive
      satisfactory answers from XsunX, or any person or persons acting on XsunX's
      behalf, concerning the terms and conditions of Private Purchaser's proposed
      investment in XsunX, and all such questions have been answered to the complete
      satisfaction of Private Purchaser.

    


    8. Private
      Purchaser represents that all of the information provided by Private Purchaser
      or Private Purchaser's representatives to XsunX is true, correct, accurate
      and
      current and that Private Purchaser is not subject to backup withholding. Private
      Purchaser specifically represents that all of the information provided on the
      Signature Page and Questionnaire is true, correct, accurate and
      current.

     

    
      
        
        

      

      
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    9. The
      personal, business and financial information of Private Purchaser which may
      have
      been provided to XsunX, if any, and in any form, is complete and accurate,
      and
      presents a true statement of Private Purchaser's financial
      condition.

    


    10. Private
      Purchaser has adequate means of providing for Private Purchaser's current needs
      and possible personal contingencies, and Private Purchaser has no need in the
      foreseeable future to sell the Shares for which Private Purchaser hereby
      subscribes. Private Purchaser is able to bear the economic risks of Private
      Purchaser's purchase of Shares and, consequently, without limiting the
      generality of the foregoing, Private Purchaser is able to hold Private
      Purchaser's Shares for an indefinite period of time, and Private Purchaser
      has a
      sufficient net worth to sustain a loss of Private Purchaser's entire investment
      in XsunX in the event such loss should occur.

    


    11. If
      Private Purchaser is an individual, Private Purchaser is 18 years of age or
      older.

    


    12. Private
      Purchaser understands that the Shares will not be transferable except under
      limited circumstances.

    


    13. Private
      Purchaser is acquiring the Shares for Private Purchaser's own account for
      investment with no present intention of dividing Private Purchaser's interest
      with others or of reselling or otherwise disposing of all or any portion of
      the
      same. Private Purchaser shall not engage in a distribution of the
      Shares.

    


    14. Private
      Purchaser has such knowledge and experience in financial and business matters
      that Private Purchaser is capable of evaluating the merits and risks of an
      investment in XsunX or (if applicable) Private Purchaser and Private Purchaser's
      representative, together, have such knowledge and experience in financial and
      business matters that Private Purchaser and Private Purchaser's representative
      are capable of evaluating the merits and risks of the prospective investment
      in
      XsunX.

    


    15. The
      Shares will be acquired for Private Purchaser's own account for investment
      in a
      manner which would not require registration pursuant to the provisions of the
      Act, as amended, and Private Purchaser does not now have any reason to
      anticipate any change in Private Purchaser's circumstances or other particular
      occasion or event which would cause Private Purchaser to sell or otherwise
      dispose of the Shares.

    


    16. Private
      Purchaser understands that the Commissioner of Corporations for the State of
      California or the State of Colorado, or any other state ("Commissioner") has
      not
      or will not recommend or endorse a purchase of the Shares.

    


    17. Private
      Purchaser hereby represents and warrants that Private Purchaser's total purchase
      of Shares shall not exceed 10% of Private Purchaser's net worth (exclusive
      of
      principal residence, mortgage thereon, home furnishings and
      automobiles).

    


    18. Private
      Purchaser: (i) has a pre-existing personal or business relationship with XsunX,
      its officers, directors or its Affiliates or representatives, and
      (ii)
      meets those certain standards involving Private Purchaser's minimum net worth
      and annual income as established by the California Commissioner of Corporations
      relating to Private Purchaser's income and net worth, or is an Accredited
      Investor as defined in rule 501 (a) of Regulation D as promulgated by the
      Securities and Exchange Commission. The foregoing income and net worth is
      considered to be indicative of Private Purchaser's ability to be sophisticated
      regarding the proposed purchase of Shares.

     

    
      
        
        

      

      
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    19. Private
      Purchaser is not a member of the NASD or other self-regulatory agency which
      would require prior approval of a purchase of the Shares.

    


    20. Private
      Purchaser acknowledges that Private Purchaser understands the meaning and legal
      consequences of the representations, warranties, and covenants set forth herein,
      and that XsunX has relied on such representations, warranties and
      covenants.

    


    21. Private
      Purchaser acknowledges and understands that the Shares will 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. Private Purchaser shall comply with Rule 144 and with
      all policies and procedures established by XsunX with regard to Rule 144
      matters. Private Purchaser acknowledges that XsunX or its attorneys or transfer
      agent may require a restrictive legend on the certificate or certificates
      representing the Shares pursuant to the restrictions on transfer of the Shares
      imposed by Rule 144.

    


    22. Notwithstanding
      anything in this Agreement to the contrary, the undersigned acknowledges that:
      (i) the Shares are subject to restrictions on transfer or sale imposed pursuant
      to Rule 144; (ii) the Shares are being purchased in a private transaction which
      is not part of a distribution of the Shares; (iii) the undersigned intends
      to
      hold the Shares for the account of the undersigned and does not intend to sell
      the shares as a part of a distribution or otherwise; and (iv) neither the
      undersigned nor the seller of the Shares is an underwriter for purposes of
      Rule
      144. A legend regarding Rule 144 restrictions may be placed upon the certificate
      evidencing ownership of the Shares.

    


    23. Private
      Purchaser acknowledges that Private Purchaser is aware that there are
      substantial restrictions on the transferability of the Shares. Because the
      Shares will not, and Private Purchaser has no right to require that the Shares,
      be registered pursuant to the provisions of the Act or otherwise, Private
      Purchaser agrees not to sell, transfer, assign, pledge, hypothecate or otherwise
      dispose of any Shares unless such sale is exempt from such registration pursuant
      to the provisions of the Act. Private Purchaser further acknowledges that unless
      as provided for in this Agreement, XsunX has no obligation to assist Private
      Purchaser in obtaining any exemption from any registration requirements imposed
      by applicable law. Private Purchaser also acknowledges that Private Purchaser
      shall be responsible for compliance with all conditions on transfer imposed
      by
      the Commissioner or by the Securities and Exchange Commission (“SEC”) and shall
      also be responsible for any expenses incurred by XsunX for legal and accounting
      services in connection with reviewing such a proposed transfer and issuing
      opinions in connection therewith.

    


    24. Private
      Purchaser understands and agrees that the following restrictions and limitations
      are applicable to Private Purchaser's purchase and any sale, transfer,
      assignment, pledge, hypothecation or other disposition of Shares pursuant to
      Section 4(2) of the Act and Regulation D promulgated pursuant
      thereto:

    


    24.1. Private
      Purchaser agrees that notwithstanding any other restrictions placed on the
      sale
      or transfer of the Shares pursuant to this Agreement, Rule 144, or otherwise,
      the Shares shall not be sold, pledged, hypothecated or otherwise disposed of
      unless the Shares are registered pursuant to the Act and applicable state
      securities laws or are exempt there from; and

    


    24.2. A
      legend
      in substantially the following form may be placed on any certificate(s) or
      other
      documents evidencing the Shares:

     

    
      
        
        

      

      
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    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
      INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF
      THE
      SECURITIES ACT OF 1933 AS AMENDED ("ACT”), AND HAVE BEEN OFFERED AND SOLD IN
      RELIANCE UPON THE EXEMPTION SET FORTH IN SECTIONS 4(1) OR 4(2) OF THE ACT AND
      UPON RULE 504 OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH
      REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO XSUNX OF AN
      OPINION OF COUNSEL SATISFACTORY TO XSUNX.

    


    25. Private
      Purchaser may not cancel, terminate, or revoke this Agreement, or any agreement
      of Private Purchaser made hereunder, and this Agreement shall survive the death,
      dissolution, or disability of Private Purchaser and shall be binding upon the
      heirs, executors, administrators, successors and assigns of Private
      Purchaser.

    


    26. This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof and may be amended only by a writing executed
      by
      all parties hereto.

    


    27. This
      Agreement shall be enforced, governed and construed in all respects in
      accordance with the laws of the State of California without giving effect to
      the
      conflicts of laws provisions. Private Purchaser hereby agrees that any suit,
      action or proceeding with respect to this Agreement, any amendments or any
      replacements hereof, and any transactions relating hereto shall be brought
      in
      the state courts of, or the federal courts in, the State of California, and
      Private Purchaser hereby irrevocably consents and submits to the jurisdiction
      of
      such courts for the purpose of any such suit, action or proceeding, and Private
      Purchaser agrees that service of process on Private Purchaser in such suit,
      action or proceeding may be made In accordance with the notice provisions of
      this Agreement, In any such action, venue shall lie exclusively in Orange
      County, California. Private Purchaser hereby waives, and agrees not to assert
      against XsunX, or any successor assignee thereof, by way of motion, as a defense
      or otherwise, in any such suit, action or proceeding, (i) any claim that Private
      Purchaser is not personally subject to the jurisdiction of the above-named
      courts or that property is exempt or immune from set-off, execution or
      attachment either prior to judgment or in execution thereof, and (ii) to the
      extent permitted by applicable law, any claim that such suit, action or
      proceeding is brought in an inconvenient forum or that the venue of suit, action
      or proceeding is improper or that this Agreement or any amendments or any
      replacements hereof may not be enforced in, or by such courts.

    


    THE
      SHARES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
      CERTAIN STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
      AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS.
      THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
      OTHER REGULATORY AUTHORITY.

    


    PRIVATE
      PURCHASER MAY BE REQUIRED TO HOLD THE SHARES INDEFINITELY UNLESS
      SUCH SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES
      ACTOF 1933 ("ACT") OR AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE. NO SHARES MAY BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED
      UNLESS XSUNX AND ITS LEGAL COUNSEL HAVE RECEIVED EVIDENCE SATISFACTORY
      TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE A TRANSACTION
      REQUIRING QUALIFICATION OR REGISTRATION UNDER STATE OR FEDERAL
      SECURITIES LAWS AND IS IN COMPLIANCE WITH SUCH LAWS.

     

    
      
        
        

      

      
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    (SIGNATURES
      APPEAR ON FOLLOWING PAGES)

     

    
      
        
        

      

      
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    SIGNATURE
      PAGE AND QUESTIONAIRE TO STOCK PURCHASE AGREEMENT AMONG XSUNX, INC. AND THE
      PRIVATE PURCHASER(S) NAMED BELOW

    


    As
      applicable, the undersigned further represents and warrants as indicated below
      by the undersigned's initials:

    


    I. ACCREDITED
      INVESTOR STATUS

    


    
      	 	
              A.

            	
              Individual
                investors:
                (Initial one or more of the following three
                statements)

            


    

    


    
      	 	
              1.

            	
              ____
                I certify that I am an accredited investor because I have had individual
                income (exclusive of any income earned by my spouse) of more than
                US$200,000 in each of the most recent two years and I reasonably
                expect to
                have an individual income in excess of US$200,000 for the current
                year.

            


    

    


    
      	 	
              2.

            	
              ____
                I certify that I am an accredited investor because I have had joint
                income
                with my spouse in excess of US$300,000 in each of the two most recent
                years and I reasonably expect to have joint income with my spouse
                in
                excess of $300,000 for the current
                year.

            


    

    


    
      	 	
              3.

            	
              ____
                I certify that I am an accredited investor because I have an individual
                net worth, or my spouse and I have a joint net worth, in excess of
                US$1,000,000.

            


    

     

    
      	 	
              B.

            	
              Partnerships,
                corporations, trusts or other entities:

            


      	 	 	
              
                (Initial
                  one of the following
                  statements)

              

            


    

     

    
      	 	
              1.

            	
              The
                undersigned hereby certifies that it is an accredited investor because
                it
                is:

            


    

     

    
      	________	 	a.	an employee benefit plan
              whose
              total assets exceed US$5,000,000;
	 	 	 	 
	________	 	b.	an employee benefit plan
              whose
              investment decisions are made by a plan fiduciary which is either a
              bank,
              savings and loan association or an insurance company (as defined in
              Section 3(a) of the Securities Act) or an investment adviser registered
              as
              such under the Investment Advisers Acts of 1940;
	 	 	 	 
	________	 	c.	a self-directed employee
              benefit
              plan, including an Individual Retirement Account, with investment
              decisions made solely by persons that are accredited
              investors;
	 	 	 	 
	X_______	 	d.	an organization described
              in
              Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
              (the
              "IRC"), not formed for the specific purpose of acquiring the Shares
              with
              total assets in excess of US$5,000,000;
	 	 	 	 
	________	 	e.	any corporation, partnership
              or
              Massachusetts or similar business trust, not formed for the specific
              purpose of acquiring the Shares, with total assets in excess of
              US$5,000,000; or
	 	 	 	 
	________	 	f.	a trust with total assets
              in excess
              of US$5,000,000, not formed for the specific purpose of acquiring the
              Shares, whose purchase is directed by a person who has such knowledge
              and
              experience in financial and business matters that he is capable of
              evaluating the merits and risks of an investment in the
              Shares.


    

     

    
      
        
        

      

      
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      	X_______	2.	The undersigned hereby certifies
              that it is an accredited investor because it is an entity in which
              each of
              the equity owners qualifies as an accredited investor under items A(1),
              (2) or (3) or item B(1) above.


    

     

    II. Indemnification.
      The
      undersigned agrees, to the fullest extent permitted pursuant by law, to
      indemnify, defend, and hold harmless XsunX, Inc. and its agents, representatives
      and employees from and against all liability, damage, loss, cost and expense
      (including reasonable attorneys' fees) which they may incur by reason of the
      failure of the undersigned to fulfill any of the terms or conditions of the
      Agreement or this Signatory Page and Questionnaire, or by reason of any
      inaccuracy or omission in the information furnished by the undersigned herein
      or
      any breach of the representations and warranties made by the undersigned herein,
      or in any document provided by the undersigned, directly or indirectly, to
      XsunX, Inc.

    


    III. Filing
      of Form 8-K and Registration Inclusion.
      Private
      Purchaser acknowledges that within the time required under the 1934 Act XsunX
      will file a Report on Form 8-K disclosing this Agreement and the transaction
      contemplated hereby. XsunX shall also include the Shares purchased under this
      Agreement within the first registration statement (“Registration Statement”)
      filed from the effective date of this Agreement by XsunX. XsunX shall use its
      best efforts to have the Registration Statement or amendment declared effective
      by the Securities and Exchange Commission (“SEC”) at the earliest possible date.
      The Company shall use reasonable best efforts to keep the Registration Statement
      effective pursuant to Rule 415 promulgated under the 1933 Act. 

    


    IV. Limitation
      on Short Sales and Hedging Transactions.
      Private
      Purchaser agrees that beginning on the effective date of this Agreement, the
      Private Purchaser and its agents, representatives and affiliates shall not
      in
      any manner whatsoever enter into or effect, directly or indirectly, any (i)
      "short sale" (as such term is defined in Section 242.200 of Regulation SHO
      of
      the 1934 Act) of the Common Stock or (ii) hedging transaction, which establishes
      a net short position with respect to the Common Stock. 

    


    V. Offer
      and Purchase Price.
      Private
      Purchaser hereby offers to purchase Eight Million Six Hundred Fifty Thousand
      (8,650,000) Shares of XsunX common stock for a total purchase price of Two
      Million Five Hundred Thousand Dollars ($2,500,000.00 USD), the “Purchase Price”.
      Upon payment to the account of XsunX as set forth herein, such 8,650,000 Shares
      shall be, validly issued and be fully paid and nonassessable. The Shares
      shall be issued in certificated form and shall bear the restrictive legend
      set
      forth in Section 24.2 above.


    


    THE
      FOLLOWING SECTION MUST BE COMPLETED BY PRIVATE PURCHASER

    


    Private
      Purchaser:

    


    Name
      (please print)  Cumorah
      Capital, Inc.

    


    Social
      Security # (or Tax ID #) 

    


    Address:   

    (Including
      Zip Code) 

    


    
      
        
        

      

      
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    Phone
      Number   

    


    Fax
      Number   

    


    Name
      in
      which shares should be issued: Cumorah Capital, Inc.

    


    Private
      Purchaser will hold title as follows:

    


    {
      }
      Community Property

    {
      } Joint
      Tenants with Right Survivorship

    {
      }
      Tenants in Common

    {
      }
      Individually

    {X}
      Other: (Corporation, Trust, Etc., please indicate)*

    


    *If
      Private Purchaser is an entity, the attached Certificate of Signatory must
      also
      be completed.

     

    


    IN
      WITNESS WHEREOF, subject
      to acceptance by the Company, Private Purchaser has provided the foregoing
      warranties and undertaken the foregoing obligations and the parties have
      executed this Agreement effective as of the date first set forth
      above.

    


    Private
      Purchaser: Cumorah
      Capital, Inc., a Nevada corporation

     

    
      	 	 	 	 	 
	By:	/s/
              William E.
              Beifuss, Jr 	 	 	
            
	 	
              

            	 	 	
            
	 	Its:
              President	 	 	
            


    

     

    THIS
      PURCHASE OFFER IS ACCEPTED THIS 16th DAY OF JANUARY, 2008.

     

    XsunX,
      Inc., a Colorado corporation

     

    
      	 	 	 	 	 
	By:	/s/
              Tom M.
              Djokovich 	 	 	
            
	 	
              

            	 	 	
            
	 	
              Its:
                President and CEO

            	 	 	
            


    

     

    
      
        
        

      

      
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    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Shares are being subscribed for by an entity)

    


    I,
      William
      E. Beifuss, Jr.____________________________,
      am the President______________
      of

    


    Cumorah
      Capital, Inc.______________________________________(the
      “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Purchase Agreement and to purchase and hold the Common Stock,
      and certify further that the Purchase Agreement has been duly and validly
      executed on behalf of the Entity and constitutes a legal and binding obligation
      of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this 16th________
      day of January______________,
      2008.

     

    
      	 	 	 	 	 
	
              /s/
                William E. Beifuss, Jr 

            	 	 	
            
	
              

              (Signature)

            	 	 	
            


    

    


    
      
        
        

      

      
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