Exhibit
10.42

       

    

    FIRST
AMENDMENT TO STOCK OPTION AGREEMENT 06-2005

    


               This
First Amendment to the Stock Option 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 Dr. John J.
Moore, 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 Stock Option Agreement #06-2005
effective March 8, 2005, as amended (“Agreement”), under which the
Company provided Optionee with a grant of options 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 Stock Option 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
1. Right to Exercise of the Agreement is amended and replaced by the following
language:

    


    “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. (Los Angeles city
time) on January 1, 2012 (the "Expiration Date")at the time or times set forth
herein.”

    


    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/
      Dr. John Moore

                            	 
	 	
                              Tom
      M. Djokovich, President   

                            	 	 	
                              Dr.
      John Moore