Exhibit
10.46

       

       

      FIRST
AMENDMENT TO WARRANT AGREEMENT 07-015

      


      This First Amendment to the Warrant
Agreement (the “First
Amendment”) is
made and entered into effective as of January 24, 2008 (“Effective Date”) by and
between the XsunX, Inc., a Colorado Corporation ("Company"), and Jeff Huitt , an
individual (“Optionee”).  The
Company and or the Optionee hereinafter may be referred to individually as a
“party” and collectively
as the “parties.”

       

      RECITALS

       

      A.           The
Company and Optionee are parties to that certain Warrant Agreement #07-015
effective January 26, 2007, as amended (“Agreement”), under which the
Company provided Optionee with a grant of warrants to purchase common stock of
the Company in accordance with the terms and conditions set forth
therein.

      


      B.           The
Company and Optionee now wish to amend the Warrant Agreement as of the Effective
Date in accordance with the terms set forth herein.

      


      NOW
THEREFORE, in consideration of the foregoing Recitals, which are made a part of
this Amendment, the mutual covenants, agreements, and representations contained
in this Amendment, and other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as
follows:

       

      AGREEMENT

      1.
AMENDED TERMS.

      


      1.1           Section
3(i) (a) Exercise of Option of the Agreement which currently
states:

      


      “(a)           This
Option shall become exercisable in the amount of 50,000 shares for each of the
first two sales/licensure of an XsunX system.”

      


      Is amended and replaced by the
following language:

      


      “(a)           This
Option shall become exercisable in the amount of 100,000 shares upon the first
sale and delivery of an XsunX solar module.”

      


      2.
MISCELLANEOUS.

       

      2.1.           Counterparts.  This First Amendment may be
executed in two or more counterparts, each of which will be deemed to be an
original copy of this First Amendment and all of which, when taken together,
will be deemed to constitute one and the same agreement.  Facsimile
signatures shall be effective as original signatures.

       

      2.2.           Binding
Effect.  This First Amendment shall be binding upon and inure to the
benefit of the parties and their respective permitted successors and
assigns.

       

      2.3.           Entire
Agreement and No Oral Amendment.  This First Amendment constitutes the
entire and exclusive agreement of the parties with respect to its subject matter
and supersedes any and all prior or contemporaneous oral or written
representations, understandings, or agreements relating
thereto.  Without limiting the foregoing, the parties expressly affirm
that each term and provision of the Agreement and remains unchanged except as
specifically modified by the First Amendment.  This First Amendment
may be modified, supplemented or changed only by an agreement in writing which
makes specific reference to this First Amendment and which is signed by the
parties.

      


      IN WITNESS WHEREOF, the
parties by their signatures hereto have caused this First Amendment to be
effective as of the Effective Date.  The persons signing below warrant
their authority to sign the First Amendment on behalf of the Company and
Optionee, respectively.

      


                                         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	XsunX,
      Inc.	 	Optionee	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                                    /s/
      Tom M. Djokovich

                                  	 	By:	
                                    /s/
      Jeff Huitt

                                  	 
	 	
                                    Tom
      M. Djokovich, President 

                                  	 	 	
                                    Jeff
      Huitt