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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 re
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