EXHIBIT 10.2

                FIRST AMENDMENT TO STOCK OPTION AGREEMENT 07-025

         This  First  Amendment  to  the  Stock  Option  Agreement  (the  "First
Amendment")  is  made  and  entered  into  effective  as of  November  12,  2007
("Effective  Date") by and  between  the XsunX,  Inc.,  a  Colorado  Corporation
("Company"), and Thomas Anderson, 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 #07-025 effective  October 23, 2007, 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  Agree-
ment 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 The total option share grant providing for 1,250,000  option shares shall be
modified to provide 1,500,000 total option shares.

1.2 Section 3.i (b)  of the  Agreement is  amended and replaced by the following
language:

     "Beginning  October 1, 2007 the Option shall vest and become exercisable at
     the rate of 62,500 Shares upon the anniversary of each calendar  quarter of
     continuous service as a Director, or prorated portion thereof, for services
     rendered as a member of the  Company  Board of  Directors  up to a total of
     500,000 shares."

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:                                        By:
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     Signature                             Signature

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     Printed Name                          Printed Name

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     Title                                 Title

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     Date                                  Date