Exhibit
10.43


      

       

      FIRST
AMENDMENT TO WARRANT AGREEMENT 13-2006

      


      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 Joseph Grimes ,
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 #13-2006
effective June 20, 2006, 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
2.1.1(iii) Vesting Schedule of the Agreement which currently
states:

      


      “(iii)           One
Hundred Forty Eight Thousand (148,000) Shares shall become exercisable upon the
first sale or licensure of an XsunX, Inc. technology under the marketing
plan.”

      


      Is amended and replaced by the
following language:

      


      “(iii)           One
Hundred Forty Eight Thousand (148,000) Shares shall become exercisable upon the
performance by the Optionee in the presentation of suitable manufacturing
facilities and facilities lease terms to the Company and approval of such
facilities and lease terms by the Company Board of Directors.”

      


      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/
      Joseph Grimes

                                	 
	 	
                                  Tom
      M. Djokovich, President 

                                	 	 	
                                  Joseph
      Grimes