**EXPLANATORY NOTE**The purpose of this amendment is to include the information required by Part III of Form10-K, which was omitted from the Company’s Form 10-K as originally filed on December 22, 2009.Except as otherwise expressly set forth in this amendment, no portion of the Form 10-K filed onDecember 22, 2009 is being amended or updated by this amendment and this amendment does not reflectevents that occurred after December 22, 2009.
 
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**PART III****ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE****Executive Officers and Directors**The directors and executive officers of the Company are as follows:       **Name** **Age** **Position** Alan P. Magerman  74  Chairman of the Board of Directors and Chief Executive Officer       Jeffrey P. Kennedy  55  Director, President and Chief Operating Officer       Richard S. Kay  67  Chief Financial Officer, Secretary and Treasurer       Robert E. Petersen  63  Director       Robert F. Buie  67  DirectorDirectors are elected at each annual meeting of shareholders, and each executive officer servesuntil his resignation, death, or removal by the Board of Directors.*Alan P. Magerman*. Mr. Magerman founded Xenonics, Inc. in November 1996, and has beenChairman of Xenonics Holdings, Inc. since its acquisition of Xenonics, Inc. in July 2003, and heserved as Chief Executive Officer of Xenonics Holdings, Inc. from July 2003 through April 2005 andfrom February 2009 to the present. Prior to founding Xenonics, Mr. Magerman was a founder andformer chairman of Odyssey Sports, Inc., a privately held company engaged in the development anddistribution of golf clubs from 1990 through 1995. Mr. Magerman was a consultant and director ofNTN Communications, Inc., (NTN), a publicly held broadcasting and cable television company from1984 through 1997.*Jeffrey P. Kennedy.*Mr. Kennedy has been a director and the President and Chief OperatingOfficer of Xenonics, Inc. since June 1997. Mr. Kennedy has held the same positions with XenonicsHoldings, Inc. since the acquisition of Xenonics, Inc. in July 2003. Prior to joining Xenonics,Inc., Mr. Kennedy held a variety of management positions with Mobil Corporation, including GeneralManager of the Mobil Chemical Plastics Division. He was educated at the University of Maine,receiving a BS degree in chemistry and an MS degree in chemical engineering.*Richard S. Kay*. Mr. Kay joined Xenonics in May 2007 and has been our Chief Financial Officer,Secretary and Treasurer since then. From February 2001 through October 2006 he held the positionof Chief Executive Officer of Pacer Technology. Mr. Kay graduated from University of Wisconsin -Milwaukee with a BBA and majored in Accounting and Military Science. Early in his career he workedas a CPA in Wisconsin and California.*Robert E. Petersen.*Mr. Petersen became a director of Xenonics Holdings, Inc. in April 2005.He is the President of Asset Management Group, which provides CFO-oriented financial consulting todevelopers and contractors. Mr. Petersen also serves as Chief Financial Officer and Senior VicePresident of Collins Development Company and La Jolla Development Company, which are real estatemanagement companies. Mr. Petersen is a certified public accountant and received an M.B.A. and anM.S. in Taxation from San Diego State University.*Robert F. Buie.*Mr. Buie became a director of Xenonics, Inc. in December 1998, and has been adirector of Xenonics Holdings, Inc. since the acquisition of Xenonics, Inc. in July 2003. Mr. Buiefounded the Buie Group of Companies, a Southern California residential developer in 1983 andcurrently still serves as its Chief Executive Officer. From 1971 to 1983, he was a senior officerofAvco Communities, a major publicly traded homebuilder. Mr. Buie holds an MBA from HarvardUniversity and a Civil Engineering degree from Virginia Polytechnic Institute.
 
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**Code of Ethics**We have adopted a Code of Business Conduct and Ethics that applies to our principal executiveofficer, principal financial officer, and principal accounting officer or controller. You canobtain a copy of the Code, without charge, by writing to our Corporate Secretary at XenonicsHoldings, Inc., 3186 Lionshead Avenue, Suite 100, Carlsbad, California 92010. A copy of the Codeis also available on our website at www.xenonics.com.**Audit Committee**The Audit Committee assists the Board of Directors in fulfilling its oversightresponsibilities relating to: **•** The quality and integrity of our financial statements andreports; **•** The independent auditors’ qualifications and independence; and **•** The performance of our internal audit function and independentauditors.The Audit Committee appoints the outside auditors, reviews with the outside auditors the plansand results of the audit engagement, approves permitted non-audit services provided by ourindependent auditors, and reviews the independence of the auditors. The members of the AuditCommittee are Messrs. Buie and Petersen, each of whom is “independent” under the independencestandards of both the NYSE Amex and the Securities and Exchange Commission (the “SEC”). The Boardof Directors has determined that Mr. Petersen is an “audit committee financial expert” as definedby the rules of the SEC. The Audit Committee’s Charter is on our website at www.xenonics.com.**Compensation Committee**The Compensation Committee is authorized to review and make recommendations to the full Boardof Directors relating to the annual salaries and bonuses of our officers and to determine in itssole discretion all grants of stock options, the exercise price of each option, and the number ofshares to be issuable upon the exercise of each option under our stock option plans. The Committeealso is authorized to interpret our stock option plans, to prescribe, amend and rescind rules andregulations relating to the plans, to determine the term and provisions of the respective optionagreements, and to make all other determinations deemed necessary or advisable for theadministration of the plans. The Compensation Committee’s Charter is on our website atwww.xenonics.com. The members of the Compensation Committee are Messrs. Buie and Petersen.**Nominating and Governance Committee**The Nominating and Governance Committee assists our Board of Directors in discharging itsduties relating to corporate governance and the compensation and evaluation of the Board. Thepurpose of the Committee is to (1) identify individuals who are qualified to become members of theBoard, consistent with criteria approved by the Board, (2) select, or recommend for the Board’sselection, the director nominees for each annual meeting of shareholders, (3) develop and recommendto the Board a set of corporate governance principles applicable to Xenonics, (4) oversee theannual evaluation of the Board and management, and (5) perform such other actions within the scopeof the Committee’s Charter as the Committee deems necessary or advisable. A copy of the Nominatingand Governance Committee’s Charter is available on our website at www.xenonics.com. The members ofthe Nominating and Governance Committee are Messrs. Buie and Petersen.
 
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The Nominating and Governance Committee has not established any specific minimumqualifications for director candidates or any specific qualities or skills that a candidate mustpossess in order to be considered qualified to be nominated as a director. Qualifications forconsideration as a director nominee may vary according to the particular areas of expertise beingsought as a complement to the existing board composition. In making its nominations, ourNominating and Governance Committee generally will consider, among other things, an individual’sbusiness experience, industry experience, financial background, breadth of knowledge about issuesaffecting our company, time available for meetings and consultation regarding company matters andother particular skills and experience possessed by the individual.**Section 16(a) Beneficial Ownership Reporting Compliance**Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executiveofficers, and persons who own more than 10% of the outstanding shares of our common stock(collectively, “Reporting Persons”) to file reports of ownership and changes in ownership with theSEC. Reporting Persons are required by SEC regulations to furnish us with copies of allSection 16(a) forms that they file.Based solely on our review of the copies of such forms received or written representationsfrom the Reporting Persons, we believe that, with respect to the fiscal year ended September 30,2009, all of the Reporting Persons complied with all applicable Section 16 filing requirements on atimely basis.
 
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**ITEM 11. EXECUTIVE COMPENSATION****Executive Compensation**The following table sets forth the compensation for the fiscal years ended September 30, 2009and September 30, 2008 for services rendered to us (including our subsidiary, Xenonics, Inc.) byour current Chief Executive Officer, our former Chief Executive Officer and our two most highlycompensated executive officers other than our Chief Executive Officer (collectively, the “**NamedExecutive Officers**”):**Summary Compensation Table**                                                               **Nonqualified**                             **Non-Equity**  **Deferred**                     **Stock**  **Option**  **Incentive Plan**  **Compensation**  **All Other**    **Name and Principal**     **Salary**  **Bonus**  **Awards**  **Awards**  **Compensation**  **Earnings**  **Compensation**  **Total** **Position** **Year**  **($)**  **($)**  **($)**  **($)****(6)**  **($)**  **($)**  **($)**  **($)** Alan P. MagermanChairman of the Board and  2009  $230,988(1)  —   —  $92,037   —   —   —  $323,025 Chief Executive Officer  2008  $230,623(2)  —   —  $63,905   —   —   —  $294,528                                      Jeffrey P. KennedyChief Operating Officer,  2009  $222,294(3)  —   —  $57,523   —   —   —  $279,817 President and Director  2008  $242,167(4)  —   —  $40,339   —   —   —  $282,506                                      Richard S. Kay  2009  $150,000   —   —  $27,036   —   —   —  $177,036 Chief Financial Officer  2008  $150,000   —   —  $25,634   —   —   —  $175,634                                      Charles W. HunterFormer Chief Executive  2009  $93,219(5)  —   —   —   —   —   —  $93,219 Officer  2008  $200,000  —   —  $38,382   —   —   —  $238,382                                         (1) Includes $17,000 of adjustments for vacation pay benefits paid for unused daysaccrued. (2) Includes $24,751 of adjustments for vacation pay benefits paid for unuseddays accrued. (3) Includes $8,306 of adjustments for vacation pay benefits paid for unused daysaccrued. (4) Includes $36,295 of adjustments for vacation pay benefits paid for unuseddays accrued. (5) Mr. Hunter resigned from his employment with the Company effective February6, 2009. Accordingly, information for the 2009 fiscal year represents approximatelyfive months of salary. (6) This column represents the dollar amount recognized for financial statementreporting purposes for the fair value of stock options granted to the named executivein accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude theimpact of estimated forfeitures related to service-based vesting conditions. Foradditional information on the valuation assumptions, refer to Note 12 of our financialstatements included in our Form 10-K filed for the year ended September 30, 2009.These amounts reflect our accounting expense for these awards, and do not correspondto the actual value that may be recognized by the named executive from these awards.
 
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**Compensation of Directors**Previously, our directors did not receive any compensation for their services. However, in2004, the company agreed to compensate new outside directors. Mr. Petersen became a director onApril 15, 2005, and we issued Mr. Petersen stock options to purchase 15,000 shares of our commonstock at an exercise price of $3.80 per share which vested immediately. On September 22, 2009theseoptions were replaced with new options for 15,000 shares of our common stock at an exerciseprice of $0.63 per share which vested immediately. We also agreed to pay Mr. Petersen $5,000 as anannual director’s fee, $500 for each committee meeting that he attends (if such committee meetingis not held in conjunction with a Board meeting), and $1,000 for each meeting of the Board ofDirectors that he attends. In addition, as Chairman of the Audit Committee he receives an annualfee of $10,000. The fees are paid on a quarterly basis. Mr. Petersen received $21,000 for servicesfor the fiscal year ended September 30, 2009. Other than the foregoing compensation payable toMr. Petersen, we do not compensate our directors for their services, and during the fiscal yearended September 30, 2009, we did not grant any other stock options to any of our non-employeedirectors.The following table sets forth information concerning the compensation paid to each of ournon-employee directors during 2009 for their services rendered as directors.**DIRECTOR COMPENSATION FOR FISCAL YEAR 2009**                               **Fees**              **Nonqualified**         **Earned**          **Non-Equity**  **Deferred**         **or Paid**  **Stock**  **Option**  **Incentive Plan**  **Compensation**  **All Other**      **in Cash**  **Awards**  **Awards**  **Compensation**  **Earnings**  **Compensation**  **Total** **Name** **($)**  **($)**  **($)(1)**  **($)**  **($)**  **($)**  **($)**  Robert F. Buie  —   —   —   —   —   —  $0  Robert E. Petersen $21,000   —  $6,716   —   —   —  $27,716    (1) This column represents the dollar amount recognized for financial statementreporting purposes for the fair value of stock options granted to the named directorin accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude theimpact of estimated forfeitures related to service-based vesting conditions. Foradditional information on the valuation assumptions, refer to Note 12 of our financialstatements included in our Form 10-K filed for the year ended September 30, 2009.This amount reflects our accounting expense for this award, and does not correspond tothe actual value that may be recognized by the named director from this award.
 
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**Stock Option Grants**The following table sets forth information as of September 30, 2009 concerning unexercisedoptions, unvested stock and equity incentive plan awards for each of the executive officers namedin the Summary Compensation Table.**OUTSTANDING EQUITY AWARDS AT YEAR ENDED SEPTEMBER 30, 2009**                                           **Option Awards**  **Stock Awards**                                       **Equity**                                   **Equity**  **Incentive**                                   **Incentive**  **Plan**               **Equity**                  **Plan**  **Awards:**               **Incentive**                  **Awards:**  **Market or**               **Plan**                  **Number of**  **Payout**               **Awards:**          **Number**  **Market**  **Unearned**  **Value of**       **Number of**  **Number of**  **Number of**          **of Shares**  **Value of**  **Shares,**  **Unearned**       **Securities**  **Securities**  **Securities**          **or Units**  **Shares or**  **Units or**  **Shares, Units**       **Underlying**  **Underlying**  **Underlying**          **of Stock**  **Units of**  **Other**  **or Other**       **Unexercised**  **Unexercised**  **Unexercised**  **Option**      **That Have**  **Stock That**  **Rights**  **Rights That**       **Options**  **Options**  **Unearned**  **Exercise**  **Option**  **Not**  **Have Not**  **That Have**  **Have Not**   **Grant**  **(#)**  **(#)**  **Options**  **Price**  **Expiration**  **Vested**  **Vested**  **Not Vested**  **Vested** **Name** **Date**  **Exercisable**  **Unexercisable**  **(#)**  **($)**  **Date**  **(#)**  **($)**  **(#)**  **($)**  Alan P. Magerman  7-29-03   150,000          $0.88   07-29-13                 Chairman of the Board and  10-11-04   62,000          $3.75   10-10-09                 Chief Executive Officer  10-17-08       125,000      $0.73   10-16-13                    3-24-09   200,000          $0.65   3-23-14                    3-24-09       200,000      $0.65   3-23-14                 **Total**      **412,000**   **325,000**                                                                      Jeffrey P. Kennedy  7-29-03   150,000          $0.88   07-29-13                 Chief Operating Officer  10-11-04   60,000          $3.75   10-10-09                 President and Director  10-17-08       125,000      $0.73   10-16-13                    3-24-09   125,000          $0.65   3-23-14                    3-24-09       200,000      $0.65   3-23-14                 **Total**      **335,000**   **325,000**                                                                      Richard S. Kay  10-17-08       75,000      $0.73   10-16-13                 Chief Financial Officer  3-24-09   40,000          $0.65   3-23-14                    3-24-09   25,000          $0.65   3-23-14                 **Total**      **65,000**   **75,000**                                                                      Charles W. Hunter      (1)                                Former Chief ExecutiveOfficer                                        **Total**      **0**                                                                             (1) In accordance with the terms of Company’s Stock Option plans, all options granted to Mr.Hunter were terminated after his resignation.**Employment Agreements**Alan P. Magerman and Jeffrey P. Kennedy are the only employees who have employment agreements.Under his employment agreement, Mr. Magerman is to serve as the Chief Executive Officer ofXenonics, Inc., and Mr. Kennedy is to serve as President and Chief Operating Officer of Xenonics,Inc. Both employment agreements were entered into by Xenonics, Inc. as of January 1, 2003 and,except as set forth below, are substantially identical. Neither employment agreement has a fixedterm or expiration date. Instead, Mr. Magerman’s agreement will continue until 24 months aftereither he or Xenonics, Inc. gives the other notice of termination. Likewise, Mr. Kennedy’sagreement will continue until 12 months after either he or Xenonics gives the other notice oftermination. Both agreements provide for base compensation of $180,000 per year, to be adjustedannually according to the Consumer Price Index. In addition, if either Mr. Magerman or Mr. Kennedyis terminated for any reason other than for cause, the agreements require that they must be paidthe remaining balances dueto them under the agreements as liquidated damages. Although the foregoing employmentagreements were entered into with Xenonics, Inc. and not Xenonics Holdings, Inc., Mr. Magerman andMr. Kennedy are currently also providing the services required by those employment agreements toXenonics Holdings, Inc. without additional compensation.
 
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**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS****Security Ownership of Certain Beneficial Owners and Management**The following table sets forth certain information regarding the beneficial ownershipof our common stock as of January 15, 2010 by (i) each person who is known by us to ownbeneficially more than five percent of our outstanding common stock; (ii) each of our currentdirectors and director nominees; (iii) the executive officers listed above in the SummaryCompensation Table; and (iv) all current executive officers and directors of a group. The numberof shares and the percentage of shares beneficially owned by each such person or group, as setforth below, include shares of common stock that such person or group had the right to acquire onor within sixty days after January 15, 2010 pursuant to the exercise of vested and exercisableoptions or warrants. References to options or warrants in the footnotes to the table below includeonly options or warrants to purchase shares that were exercisable on or within sixty days afterJanuary 15, 2010.           **Amount of Common**      **Stock & Nature of**  **Percent of**   **Beneficial**  **Ownership of** **Name of Beneficial Owner** **Ownership****(2)**  **Common Stock**          Gemini Master Fund, Ltd. (1)  1,219,534(3)  5.7%         Alan P. Magerman  770,758(4)  3.6%         Jeffrey P. Kennedy  756,600(5)  3.6%         Robert F. Buie  598,529(6)  2.9%         Richard S. Kay  72,500  (7)  *          Robert E. Petersen  55,000(8)  *          Charles W. HunterFormer Chief Executive Officer  4,000(9)  * All current executive officers and directors asa group (5 persons)  2,253,387(10)  10.4%    * Less than 1.0% (1) The address of Gemini Master Fund is 135 Liverpool Drive, Suite C, Cardiff,CA 92007. (2) The number of shares of common stock issued and outstanding on January 15,2010 was 20,884,458 shares.
 
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   (3) The Investment Manager of Gemini Master Fund, Ltd. is Gemini Strategies, LLC.The Managing Member of Gemini Strategies, LLC is Mr. Steven W. Winters. Assuch, Mr. Winters may be deemed beneficial owner of the shares; however, Mr.Winters disclaims beneficial ownership of such shares. Includes 337,500 sharesissuable upon the exercise of currently exercisable “A warrants” to purchase sharesof common stock and 337,500 shares issuable upon the exercise of currently unvested“B warrants” to purchase shares of common stock which will become vested if andwhen the A warrants are exercised. (4) Includes 350,000 shares that Alan Magerman, a director and officer ofXenonics Holdings, Inc., has the right to acquire pursuant to stock options. Mr.Magerman’s shareholdings also include 160,000 shares owned by his wife, PhyllisMagerman. (5) Includes 275,000 shares that Jeffrey Kennedy, a director and officer ofXenonics Holdings, Inc., has the right to acquire pursuant to stock options. (6) Includes 65,000 shares that Robert Buie, a director of Xenonics Holdings,Inc., has the right to acquire pursuant to stock options. (7) Includes 52,500 shares that Richard S. Kay, an officer of Xenonics Holdings,Inc., has the right to acquire pursuant to stock options. (8) Includes 45,000 shares that Robert Petersen, a director of Xenonics Holdings,Inc., has the right to acquire pursuant to stock options. (9) Mr. Hunter resigned from his employment with the Company effective February6, 2009. (10) Includes 787,500 shares that our current executive officers and directorshave the right to acquire pursuant to stock options.
 
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**Equity Compensation Plan Information**The following table provides information as of September 30, 2009 with respect to securitiesthat may be issued under our equity compensation plans.                       Number of securities           remaining available for   Number of securities      future issuance under   to be issued upon  Weighted-average  equity compensation   exercise of  exercise price of  plans (excluding   outstanding options,  outstanding options,  securities reflected in Plan Category warrants and rights  warrants and rights  column (a))   (a)  (b)  (c) Equity compensationplans approved bysecurity holders  2,233,000  $1.46   118,000 Equity compensationplans not approvedby security holders  550,000  $1.50   —            Total  2,783,000  $1.47   118,000           The equity compensation plans approved by the security holders are the 2003 StockOption Plan of Xenonics Holdings, Inc. and the 2004 Stock Incentive Plan of Xenonics Holdings, Inc.Except as described in the following paragraph, the Company had not adopted as of September 30,2009, without the approval of security holders, any equity compensation plan under which securitiesof the issuer are authorized for issuance.On September 5, 2006, the Company and a consultant entered into an agreement pursuant to whichthe consultant will provide consulting services relating to financial public relations enhancingthe Company’s visibility in the financial community and introducing the Company and its products topossible merger candidates, financial institutions and other members of the investment community;and assisting Company personnel in preparing presentation materials in connection with meetings andconferences involving the investment community. As part of this agreement the Company issued to theconsultant a five year Warrant, vested upon issuance to purchase 500,000 shares of the Company’scommon stock at $1.60 per share (which exceeded the fair market value of the common stock as ofAugust 31, 2006, the day before an oral agreement was made).On March 16, 2009 the Company entered into an agreement with an independent firm for financialadvisory services for a period of one year. As part of this agreement the Company issued afive-year Warrant, vested upon issuance, to purchase 300,000 shares of the Company’s common stockat $0.50 per share (which exceeded the fair market value of the common stock as of the date of theagreement). Subsequently, on June 11, 2009 the Company engaged the same firm to assist in raisingfunds for working capital by August 31, 2009. While the Company was able to privately raise$525,000 in debt financing, this financing was not completed by the independent firm. On September16, 2009 the Company and the independent firm mutually agreed to modify the warrant to anattainable performance level and reduce the number of warrants to 50,000.
 
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**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**The Board of Directors has determined that directors Robert F. Buie and Robert Petersen are each“independent” under the independence standards of both the NYSE Amex and the SEC.During the year ended September 30, 2009, Bryant Park Capital, whose Managing Partner and CEO isAlan P. Magerman’s son, billed the Company $70,000 for investment banking services rendered to theCompany.**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**Aggregate fees billed to us by SingerLewak LLP with respect to our 2008 and 2009 fiscalyears were as follows:           **2008**  **2009** Audit Fees $85,000  $80,000 Audit-Related Fees  50,000   45,000 Tax Fees  —   — All Other Fees  —   —        Total $135,000  $125,000        In the above table, in accordance with the SEC’s definitions and rules, “audit fees”are fees that Xenonics Holdings, Inc. paid for professional services for the audit of ourconsolidated financial statements included in our Form 10-K and for services that are normallyprovided by the accountants in connection with statutory and regulatory filings or engagements;“audit-related fees” are fees for assurance and related services that are reasonably related to theperformance of the audit or review of our financial statements; and “tax fees” are fees for taxcompliance, tax advice and tax planning. “All other fees” are related to services attributable toregistration statements.All of the audit-related services and other services described in the above table werepre-approved by our Audit Committee. The Audit Committee has adopted a pre-approval policy thatprovides for the pre-approval of all services performed for us by SingerLewak LLP. The policyauthorizes the Audit Committee to delegate to one or more of its members pre-approval authoritywith respect to permitted services. Pursuant to this policy, the Audit Committee delegated suchauthority to the Chairman of the Audit Committee. All pre-approval decisions must be reported tothe Audit Committee at its next meeting.
 
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**PART IV****ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**     Exhibit  Number Description 3.1  Restated Articles of Incorporation of Xenonics Holdings, Inc.(incorporated by reference to Exhibit 3.1 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-123221, filed on March 9, 2005).      3.2  Bylaws of Xenonics Holdings, Inc., formerly known as Digital HomeTheater Systems, Inc. (incorporated by reference to Exhibit 3.3 toAmendment No. 1 to the Registration Statement on Form SB-2 ofXenonics Holdings, Inc., File No. 333-115324, filed on June 30,2004).      10.1  Lease between Xenonics Holdings, Inc. and Lionshead Investments,LLC dated October 27, 2008 (incorporated by reference toExhibit 10.1 to the Annual Report on Form 10-KSB of XenonicsHoldings, Inc. filed on December 18, 2008).      10.2  PerkinElmer Manufacturing Terms and Conditions Agreement, dated asof January 6, 2003, between Xenonics, Inc. and PerkinElmerElectronics, Inc. (incorporated by reference to Exhibit 10.7 toAmendment No. 4 to the Registration Statement on Form SB-2 ofXenonics Holdings, Inc., File No. 333-115324, filed on September21, 2004; the Commission has granted confidential treatment toselected portions of this document).      10.3  Agreement for the License and Transfer of Intellectual PropertyRights from Lightrays, Ltd. to Xenonics, Inc., dated March 27,1997, between Xenonics, Inc. and Lightrays, Ltd. (incorporated byreference to Exhibit 10.9 to Amendment No. 2 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-115324, filed on August 16, 2004).      10.4  Amendment to Agreement for the License and Transfer ofIntellectual Property Rights, dated April 23, 1998, betweenXenonics, Inc. and Lightrays, Ltd. (incorporated by reference toExhibit 10.10 to Amendment No. 2 to the Registration Statement onForm SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filedon August 16, 2004).      10.5  Form of Indemnification Agreement entered into between XenonicsHoldings, Inc. and its directors and certain officers(incorporated by reference to Exhibit 10.1 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-115324, filed on May 10, 2004).*      10.6  Employment Agreement between Xenonics, Inc. and Alan P. Magerman,dated January 1, 2003 (incorporated by reference to Exhibit 10.5to the Registration Statement on Form SB-2 of Xenonics Holdings,Inc., File No. 333-115324, filed on May 10, 2004).*      10.7  Amendment dated April 15, 2005 to Employment Agreement betweenXenonics, Inc. and Alan P. Magerman (incorporated by reference toExhibit 99.1 to the Current Report on Form 8-K of XenonicsHoldings, Inc. filed on April 21, 2005).*      10.8  Employment Agreement between Xenonics, Inc. and Jeffrey Kennedy,dated January 1, 2003 (incorporated by reference to Exhibit 10.6to the Registration Statement on Form SB-2 of Xenonics Holdings,Inc., File No. 333-115324, filed on May 10, 2004).*      10.9  2003 Stock Option Plan of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 10.4 to Amendment No. 1 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-115324, filed on June 30, 2004).*      10.10  Form of Option Agreement for the 2003 Stock Option Plan(incorporated by reference to Exhibit 4.3 to the RegistrationStatement on Form S-8 of Xenonics Holdings, Inc., File No.333-125468, filed on June 3, 2005).*      10.11  2004 Stock Incentive Plan of Xenonics Holdings, Inc (incorporatedby reference to Exhibit 10.12 to Post-Effective Amendment No. 1 tothe Registration Statement on Form SB-2 of Xenonics Holdings,Inc., File No. 333-115324, filed on February 17, 2005).*
 
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     Exhibit  Number Description 10.12  Form of Option Agreement for the 2004 Stock Incentive Plan(incorporated by reference to Exhibit 10.13 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-123221, filed on March 9, 2005).*      10.13  Form of Warrant Certificate of Xenonics Holdings, Inc.(incorporated by reference to Exhibit 4.2 to the RegistrationStatement on Form SB-2 of Xenonics Holdings, Inc., File No.333-115324, filed on May 10, 2004).      10.15  Form of Stock Purchase Agreement entered into by XenonicsHoldings, Inc. and certain investors in March 2004 in connectionwith the purchase of common stock (incorporated by reference toExhibit 10.2 to the Registration Statement on Form SB-2 ofXenonics Holdings, Inc., File No. 333-115324, filed on May 10,2004).      10.19  Warrant, dated September 5, 2006, issued by Xenonics Holdings,Inc. to Third Coast Marketing, LLC for the purchase of anaggregate of 500,000 shares of the common stock of XenonicsHoldings, Inc. (incorporated by reference to Exhibit 10.2 to theCurrent Report on Form 8-K of Xenonics Holdings, Inc. filed onSeptember 11, 2006).      10.20  Form of Selling Shareholder and Securities Purchase Agreement,dated as of January 17, 2005, entered into by and among XenonicsHoldings, Inc. and the Selling Shareholders and the Investorsnamed therein (incorporated by reference to Exhibit 10.1 to theCurrent Report on Form 8-K of Xenonics Holdings, Inc. filed onJanuary 18, 2005).      10.21  Form of Registration Rights Agreement, dated as of January 17,2005, entered into among Xenonics Holdings, Inc. and the SellingShareholders and the Investors named therein (incorporated byreference to Exhibit 10.2 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on January 18, 2005).      10.22  Consulting Agreement dated as of September 5, 2006 betweenXenonics Holdings, Inc. and Third Coast Marketing, LLC(incorporated by reference to Exhibit 10.1 to the Current Reporton Form 8-K of Xenonics Holdings, Inc. filed on September 11,2006).      10.23  Securities Purchase Agreement dated as of February 2, 2007 betweenXenonics Holdings, Inc. and Gemini Master Fund, Ltd. (incorporatedby reference to Exhibit 10.1 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.24  Registration Rights Agreement dated as of February 2, 2007 betweenXenonics Holdings, Inc. and Gemini Master Fund, Ltd. (incorporatedby reference to Exhibit 10.2 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.25  “A Warrant” issued by Xenonics Holdings, Inc. on February 2, 2007to Gemini Master Fund, Ltd. for the purchase of 300,000 shares ofthe common stock of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 10.3 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.26  “B Warrant” issued by Xenonics Holdings, Inc. on February 2, 2007to Gemini Master Fund, Ltd. for the purchase of 300,000 shares ofthe common stock of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 10.4 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.27  Engagement Letter dated January 25, 2007 between XenonicsHoldings, Inc. and Granite Financial Group, Inc. (incorporated byreference to Exhibit 10.5 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.28  “A Warrant” issued by Xenonics Holdings, Inc. on February 2, 2007to Granite Financial Group, Inc. for the purchase of 30,000 sharesof the common stock of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 10.6 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).
 
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     Exhibit  Number Description 10.29  “B Warrant” issued by Xenonics Holdings, Inc. on February 2, 2007to Granite Financial Group, Inc. for the purchase of 30,000 sharesof the common stock of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 10.7 to the Current Report on Form 8-K ofXenonics Holdings, Inc. filed on February 7, 2007).      10.30  Securities Purchase Agreement dated as of September 21, 2007 amongXenonics Holdings, Inc., Gemini Master Fund, Ltd., and the otherpurchasers named in the Securities Purchase Agreement(incorporated by reference to Exhibit 10.1 to the Current Reporton Form 8-K of Xenonics Holdings, Inc. filed on September 27,2007).      10.31  Registration Rights Agreement dated as of September 21, 2007 amongXenonics Holdings, Inc., Gemini Master Fund, Ltd., and the otherpurchasers named in the Registration Rights Agreement(incorporated by reference to Exhibit 10.2 to the Current Reporton Form 8-K of Xenonics Holdings, Inc. filed on September 27,2007).      10.32  Form of “A Warrant” and “B Warrant” issued by Xenonics Holdings,Inc. on September 21, 2007 to Gemini Master Fund, Ltd. and theother purchasers named in the Securities Purchase Agreement datedas of September 21, 2007 for the purchase of 615,000 shares of thecommon stock of Xenonics Holdings, Inc. (incorporated by referenceto Exhibit 10.3 to the Current Report on Form 8-K of XenonicsHoldings, Inc. filed on September 27, 2007).      10.33  Form of “A Warrant” and “B Warrant” issued by Xenonics Holdings,Inc. to Granite Financial Group, Inc. for the purchase of 98,400shares of the common stock of Xenonics Holdings, Inc.(incorporated by reference to Exhibit 10.4 to the Current Reporton Form 8-K of Xenonics Holdings, Inc. filed on September 27,2007).      21.1  List of subsidiaries of Xenonics Holdings, Inc. (incorporated byreference to Exhibit 21.1 to the Registration Statement on FormSB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on May10, 2004).      23.1  Consent of SingerLewak LLP (incorporated by reference to Exhibit23.1 to the Annual Report on Form 10-K of Xenonics Holdings, Inc.filed on December 22, 2009).      31.1  Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.**      31.2  Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.**      32.1  Certification of the Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (incorporated by referenceto Exhibit 32.1 to the Annual Report on Form 10-K of XenonicsHoldings, Inc. filed on December 22, 2009).      32.2  Certification of the Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (incorporated by referenceto Exhibit 32.2 to the Annual Report on Form 10-K of XenonicsHoldings, Inc. filed on December 22, 2009).    * Denotes a management contract or compensatory plan or arrangement in which one or moredirectors or executive officers participate. ** Filed as an exhibit to this amended Annual Report on Form 10-K/A.
 
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**SIGNATURES**Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.      Xenonics Holdings, Inc.