Warrant Grant # 06-2005
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION
THEREFROM IS AVAILABLE.
CONSULTANCY AND ADVISORY WARRANT TO PURCHASE
COMMON STOCK OF XSUNX, INC.
This Consultancy and Advisory Warrant ("Warrant") is issued as compensation for Dr. John J. Moore's advice
and consultation efforts in the furtherance of XsunX, Inc. business objectives pursuant to the terms of such
engagement as set forth in that certain Consultancy and Advisory Agreement as set forth at Paragraph 17 hereof .
This Warrant certifies that Dr. John J. Moore (the "Holder") for value received, is entitled to purchase from
Xsunx, Inc. (the "Company") Two Hundred and Fifty Thousand (250,000) shares of the Company's Common
Stock (the "Common Stock") for a per share exercise price equal to $ .20 (the "Per Share Exercise Price"). This
right may be exercised subject to the conditional vesting provisions of Paragraph 1 below, and upon surrender to
the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of
this Warrant, properly endorsed, with the Notice of Exercise and Subscription Form attached hereto duly filled in
and signed, if applicable, and upon payment in cash or other form of good and immediately available funds
reasonably satisfactory to the Company of the aggregate Per Share Exercise Price for the full number of shares
for which this Warrant is being exercised determined in accordance with the provisions hereof.
1. RIGHT TO EXERCISE
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 March