EXHIBIT 10.3

                              AMENDED AND RESTATED

                           PLEDGE AND ESCROW AGREEMENT

      THIS AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT (the "Agreement") is
made and entered into as of December  ___, 2005 to amend and restated the Pledge
and Escrow  Agreement made and entered into as of July 14, 2005 (the  "Effective
Date") by and among CORNELL CAPITAL PARTNERS, LP, (the "Pledgee"),  XSUNX, INC.,
a  corporation  organized  and existing  under the laws of the State of Colorado
(the "Pledgor"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

                                    RECITALS:

      WHEREAS,  the  Pledgor  has  issued  and  sold to the  Pledgee  a  secured
convertible  debenture  in the face  amount of  $400,000  on July 14, 2005 and a
secured convertible debenture in the face amount of $450,000 on August_16,  2005
(collectively, the "Initial Convertible Debentures"), which are convertible into
shares of the  Pledgor's  common  stock,  no par value  per share  (the  "Common
Stock");

      WHEREAS, In connection with the Securities Purchase Agreement by and among
the parties hereto of even date herewith (the "Securities Purchase  Agreement"),
the  Pledgor has agreed,  upon the terms and  subject to the  conditions  of the
Securities  Purchase  Agreement,  to  issue  and  sell  to the  Pledgee  secured
convertible   debentures   (collectively  along  with  the  Initial  Convertible
Debentures,  the "Convertible  Debentures") which shall be convertible into that
number of shares of the Common  Stock,  pursuant to the terms of the  Securities
Purchase Agreement for an aggregate purchase price of up to Five Million Dollars
($5,000,000);

      WHEREAS,  in order to secure the full and prompt payment when due (whether
at the stated  maturity,  by  acceleration or otherwise) of all of the Pledgor's
obligations (the  "Obligations")  to the Pledgee or any successor to the Pledgee
under  the  Convertible  Debentures  and  other  amounts  owed  to  the  Pledgee
thereunder,  and all other contracts  entered into between the parties hereto in
connection  with the  Convertible  Debentures  (collectively,  the  "Transaction
Documents"),  the Pledgor has agreed to irrevocably pledge to the Pledgee Twenty
Six  Million  Seven  Hundred  Ninety  Eight   Thousand  Four  Hundred   Eighteen
(26,798,418) shares (the "Pledged Shares") of the Pledgor's common stock.

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

      1.    Pledge and Transfer of Pledged Shares.


<PAGE>

            1.1.  The Pledgor  hereby  grants to Pledgee a security  interest in
all Pledged Shares as security for Pledgor's  obligations  under the Convertible
Debentures.  Simultaneously with the execution of the Transaction Documents, the
Pledgor shall deliver to the Escrow Agent stock  certificates  representing  the
Pledged  Shares,  together with duly executed stock powers or other  appropriate
transfer documents executed in blank by the Pledgor (the "Transfer  Documents"),
and such stock  certificates and Transfer  Documents shall be held by the Escrow
Agent  until  the full  payment  of all  amounts  due to the  Pledgee  under the
Convertible Debentures and through repayment in accordance with the terms of the
Convertible Debentures, or the termination or expiration of this Agreement.

      2.    Rights Relating to Pledged  Shares.  Upon the occurrence of an Event
of Default  (as  defined  herein),  the  Pledgee  shall be  entitled to vote the
Pledged Shares, to receive  dividends and other  distributions  thereon,  and to
enjoy all other rights and  privileges  incident to the ownership of the Pledged
Shares.

      3.    Release of  Pledged  Shares  from  Pledge.  Upon the  payment of all
amounts due to the Pledgee  under the  Convertible  Debentures  by  repayment in
accordance  with the terms of the Note,  the  parties  hereto  shall  notify the
Escrow Agent to such effect in writing.  Upon receipt of such written notice for
payment of the amounts due to the Pledgee under the Convertible Debentures,  the
Escrow  Agent  shall  return  to the  Pledgor  the  Transfer  Documents  and the
certificates  representing  the  Pledged  Shares,   (collectively  the  "Pledged
Materials"),  whereupon  any and all rights of Pledgee in the Pledged  Materials
shall be terminated.  Notwithstanding anything to the contrary contained herein,
upon full  payment  of all  amounts  due to the  Pledgee  under the  Convertible
Debentures,  by  repayment  in  accordance  with  the  terms of the  Note,  this
Agreement  and  Pledgee's  security  interest  and rights in and to the  Pledged
Shares shall terminate.

      4.    Event of  Default.  An  "Event of  Default"  shall be deemed to have
occurred  under this  Agreement  upon an Event of Default under the  Convertible
Debentures.

      5.    Remedies.  Upon and  anytime  after  the  occurrence  of an Event of
Default,  the  Pledgee  shall have the right to provide  written  notice of such
Event of Default (the "Default  Notice") to the Escrow Agent, with a copy to the
Pledgor.  As soon as practicable after receipt of the Default Notice, the Escrow
Agent shall  deliver to Pledgee the Pledged  Materials  held by the Escrow Agent
hereunder.  Upon receipt of the Pledged  Materials,  the Pledgee  shall have the
right to (i) sell the  Pledged  Shares and to apply the  proceeds of such sales,
net of any selling  commissions,  to the Obligations  owed to the Pledgee by the
Pledgor  under  the  Transaction  Documents,   including,   without  limitation,
outstanding principal,  interest,  legal fees, and any other amounts owed to the
Pledgee,  and  exercise  all other  rights  and (ii) any and all  remedies  of a
secured  party  with  respect to such  property  as may be  available  under the
Uniform  Commercial Code as in effect in the State of New Jersey.  To the extent
that the net proceeds  received by the Pledgee are  insufficient  to satisfy the
Obligations  in full,  the Pledgee  shall be entitled to a  deficiency  judgment
against the Pledgor for such amount.  The Pledgee shall have the absolute  right
to sell or  dispose  of the  Pledged  Shares in any manner it sees fit and shall
have no  liability to the Pledgor or any other party for selling or disposing of
such  Pledged  Shares even if other  methods of sales or  dispositions  would or
allegedly  would result in greater  proceeds than the method  actually used. The
Escrow Agent shall have the absolute right to disburse the Pledged Shares to the
Pledgee in batches not to exceed 9.9% of the outstanding  capital of the Pledgor
(which limit may be waived by the Pledgee providing not less than 65 days' prior
written notice to the Escrow Agent). The Pledgee shall return any Pledged Shares
released to it and  remaining  after the Pledgee has applied the net proceeds to
all amounts owed to the Pledgee.


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<PAGE>

            5.1.  Each right,  power and remedy of the Pledgee  provided  for in
this  Agreement  or any  other  Transaction  Document  shall be  cumulative  and
concurrent and shall be in addition to every other such right,  power or remedy.
The  exercise or  beginning of the exercise by the Pledgee of any one or more of
the  rights,  powers or remedies  provided  for in this  Agreement  or any other
Transaction  Document  or now or  hereafter  existing  at law or in equity or by
statute or otherwise  shall not preclude the  simultaneous  or later exercise by
the  Pledgee of all such other  rights,  powers or  remedies,  and no failure or
delay on the part of the  Pledgee to exercise  any such  right,  power or remedy
shall operate as a waiver thereof.  No notice to or demand on the Pledgor in any
case shall  entitle  it to any other or  further  notice or demand in similar or
other  circumstances  or constitute a waiver of any of the rights of the Pledgee
to any other further action in any circumstances  without demand or notice.  The
Pledgee  shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.

            5.2.  Demand Registration  Rights. In addition to all other remedies
available to the Pledgee,  upon an Event of Default, the Pledgor shall promptly,
but in no event more than thirty (30) days after the date of the Default Notice,
file a  registration  statement  to register  with the  Securities  and Exchange
Commission the Pledged  Shares for the resale by the Pledgee.  The Pledgor shall
cause the  registration  statement  to remain in effect until all of the Pledged
Shares have been sold by the Pledgee.

      6.    Concerning the Escrow Agent.

            6.1.  The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

            6.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

            6.3.  Pledgee and the Pledgor hereby agree,  to defend and indemnify
the Escrow  Agent and hold it  harmless  from any and all  claims,  liabilities,
losses,  actions,  suits,  or  proceedings  at law or in  equity,  or any  other
expenses, fees, or charges of any character or nature which it may incur or with
which it may be  threatened  by reason of its acting as Escrow  Agent under this
Agreement;  and in connection  therewith,  to indemnify the Escrow Agent against
any and all  expenses,  including  attorneys'  fees and costs of  defending  any
action,  suit, or  proceeding or resisting any claim (and any costs  incurred by


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<PAGE>

the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall
be vested with a lien on all property deposited  hereunder,  for indemnification
of attorneys' fees and court costs regarding any suit,  proceeding or otherwise,
or any other expenses, fees, or charges of any character or nature, which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct  interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise,  with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor.

            6.4.  If any of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

            6.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such  counsel  shall be paid by the Pledgor and  Pledgee)  and
shall have full and complete  authorization  and protection for any action taken
or suffered by it hereunder in good faith and in accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.

            6.6.  The Escrow Agent may resign upon ten (10) days' written notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

            6.7   Conflict  Waiver.  The Pledgor  hereby  acknowledges  that the
Escrow Agent is general counsel to the Pledgee, a partner in the general partner
of the Pledgee,  and counsel to the Pledgee in connection with the  transactions
contemplated  and referred  herein.  The Pledgor agrees that in the event of any
dispute  arising in  connection  with this  Agreement or otherwise in connection
with any transaction or agreement  contemplated and referred herein,  the Escrow
Agent shall be permitted  to continue to  represent  the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection  Pledgor might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Agreement.

            6.8   Notices.   Unless  otherwise  provided  herein,  all  demands,
notices,  consents,  service  of  process,  requests  and  other  communications
hereunder  shall be in writing and shall be  delivered in person or by overnight
courier  service,  or  mailed  by  certified  mail,  return  receipt  requested,
addressed:


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<PAGE>

If to the Pledgor, to:       XsunX, Inc.
                             65 Enterprise
                             Aliso Viejo, CA 92656
                             Attention: Tom Djokovich
                             Telephone: (949) 330-8060
                             Facsimile: (949) 266-5823

With a copy to:              Sichenzia Ross Friedman Ference LLP
                             1065 Avenue of the Americas
                             New York, NY 10018
                             Telephone: (212) 930-9700
                             Facsimile: (212) 930-9725

If to the Pledgee:           Cornell Capital Partners, LP
                             101 Hudson Street, Suite 3700
                             Jersey City, NJ 07302
                             Attention: Mark A. Angelo
                             Telephone: (201) 985-8300
                             Facsimile: (201) 985-8744

With copy to:                Troy Rillo, Esq.
                             101 Hudson Street, Suite 3700
                             Jersey City, NJ 07302
                             Telephone: (201) 985-8300
                             Facsimile: (201) 985-1964

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

      7.    Binding  Effect.  All of the  covenants  and  obligations  contained
herein  shall be binding  upon and shall inure to the benefit of the  respective
parties, their successors and assigns.

      8.    Governing   Law;   Venue;   Service  of   Process.   The   validity,
interpretation  and  performance  of  this  Agreement  shall  be  determined  in
accordance with the laws of the State of New Jersey applicable to contracts made
and to be performed  wholly  within that state except to the extent that Federal
law applies. The parties hereto agree that any disputes, claims,  disagreements,
lawsuits,  actions  or  controversies  of any type or  nature  whatsoever  that,
directly  or  indirectly,  arise  from or relate to this  Agreement,  including,
without limitation, claims relating to the inducement, construction, performance
or termination of this Agreement,  shall be brought in the state superior courts
located  in Hudson  County,  New Jersey or Federal  district  courts  located in
Newark,  New Jersey, and the parties hereto agree not to challenge the selection
of that  venue  in any  such  proceeding  for  any  reason,  including,  without
limitation, on the grounds that such venue is an inconvenient forum. The parties
hereto  specifically agree that service of process may be made, and such service
of process shall be effective if made, pursuant to Section 8 hereto.


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<PAGE>

      9.    Enforcement  Costs.  If any  legal  action  or other  proceeding  is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default or  misrepresentation in connection with any provisions of this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

      10.   Remedies  Cumulative.  No remedy herein  conferred upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

      11.   Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.

      12.   No Penalties. No provision of this Agreement is to be interpreted as
a penalty upon any party to this Agreement.

      13.   JURY TRIAL.  EACH OF THE PLEDGEE AND THE PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.


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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have duly executed this Pledge and
Escrow Agreement as of the date first above written.



                                               CORNELL CAPITAL PARTNERS, LP

                                               By: Yorkville Advisors, LLC
                                               Its: General Partner


                                               By:
                                                  ------------------------------
                                                  Name:  Mark Angelo
                                                  Title: Portfolio Manager


                                               XSUNX, INC.


                                               By:
                                                  ------------------------------
                                                  Name:  Tom Djokovich
                                                  Title: Chief Executive Officer


                                               ESCROW AGENT


                                               By:
                                                  ------------------------------
                                                  Name: David Gonzalez, Esq.


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