8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 20, 2007 (December 19, 2007)

Sionix Corporation

(Exact name of registrant as specified in Charter)

Nevada	2-95626-D	87-0428526
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

2082 Michelson Drive, Suite 306

Irvine CA 92612

(Address of Principal Executive Offices)

(949) 752-7980

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13(e)-4(c))

This Form 8-K and other reports filed by Sionix Corporation (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to our industry, operations and results of operations and any businesses that we may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Agreements with Richard Papalian

On December 19, 2007, the Registrant entered into a one year Employment Agreement with Richard H. Papalian (the “Employment Agreement”), pursuant to which Mr. Papalian has been appointed as the Chief Executive Officer of the Registrant and elected to fill a vacancy on the Registrant’s board of directors. Mr. Papalian will not receive a cash salary or any fringe benefits under the Employment Agreement. Instead, pursuant to a Notice of Grant of Stock Option and a Stock Option Agreement dated December 19, 2007, the Registrant has granted Mr. Papalian a five year option to purchase up to 8,539,312 shares of common stock of the Registrant, at an exercise price of $0.25 per share (the “Papalian Option”), which represents 5% of the currently outstanding shares of common stock of the Registrant on a fully diluted basis. The Option is subject to the following vesting conditions: (i) 30% of the Option vested upon the grant date; (ii) 20% of the Option will vest when the Registrant’s market capitalization exceeds $50 million for fifteen consecutive trading days; (iii) 30% of the Option will vest when the Registrant’s market capitalization exceeds $75 million for fifteen consecutive trading days; and (iv) 20% of the Option will vest when the Registrant’s market capitalization exceeds $100 million for fifteen consecutive trading days. The foregoing market capitalization conditions must be satisfied no later than the earlier of the first anniversary of the end of the term of the Employment Agreement (the “Papalian Term”) and the fifth anniversary of the Option grant date. In addition, in the event the Registrant’s market capitalization is $175 million or more for fifteen consecutive trading days, no later than the first anniversary of the expiration of the Papalian Term, then the Registrant will issue to Mr. Papalian, upon the conclusion of such fifteen trading day period, a five-year option to purchase an additional 1.5% of the Registrant’s outstanding common stock on a fully diluted basis calculated as of December 19, 2007, at an exercise price equal to the closing price on the fifteenth day of such fifteen trading day period.

The Papalian Option is subject to accelerated vesting if the Registrant terminates Mr. Papalian without cause, if Mr. Papalian terminates his employment for good reason or if a change in control of the Registrant occurs. In the event the Registrant consummates an equity financing at a price per share of common stock less than $0.25 during the Term, the Registrant will be obligated to issue Mr. Papalian an additional option so that Mr. Papalian’s option represents 5% of the then outstanding shares of the Registrant on a fully diluted basis. Also, if the Registrant conducts an offering of its securities during the Papalian Term, Mr. Papalian will have a right of first refusal to purchase up to 50% of the securities so offered on the same terms offered by the Registrant.

The Registrant also entered into an Indemnification Agreement with Mr. Papalian on December 19, 2007 the (“Indemnification Agreement”). The Indemnification Agreement provides for indemnification of Mr. Papalian to the extent he becomes a party or is threatened to be made a party to any legal proceeding by reason of his status as an officer or director of the Registrant, against any expenses incurred as a result of such proceeding, as and when such expenses are incurred. Before any claim for indemnification is approved by the Registrant, the Registrant will determine by any of the methods set forth in the Nevada Revised Statutes that Mr. Papalian has met the applicable standards of conduct which make it permissible to indemnify him.

The foregoing discussion is qualified in its entirety by reference to the Papalian Employment Agreement, the Notice of Grant of Stock Option and Stock Option Agreement with Mr. Papalian and the Indemnification Agreement, which are attached as exhibits to this Current Report.

Agreements with Mark Maron

On December 19, 2007, the Registrant entered into a one year Consulting Agreement with Mark Maron (the “Consulting Agreement”), pursuant to which Mr. Maron has been appointed as Special Adviser to the Registrant. Mr. Maron will not receive cash remuneration under the Consulting Agreement. Instead, pursuant to and Notice of Grant of Stock Option and a Stock Option Agreement dated December 19, 2007, the Registrant has granted Mr. Maron a five year option to purchase up to 8,539,312 shares of common stock of the Registrant, at an exercise price of $0.25 per share (the “Maron Option”), which represents 5% of the currently outstanding shares of common stock of the Registrant on a fully diluted basis. The Option is subject to the following vesting provisions: (i) 30% of the Option vested upon the grant date; (ii) 20% of the Option will vest when the Registrant’s market capitalization exceeds $50 million for fifteen consecutive trading days; (iii) 30% of the Option will vest when the Registrant’s market capitalization exceeds $75 million for fifteen consecutive trading days; and (iv) 20% of the Option will vest when the Registrant’s market capitalization exceeds $100 million for fifteen consecutive trading days. The foregoing market capitalization conditions must be satisfied no later than the earlier of the first anniversary of the end of the term of the Consulting Agreement (the “Maron Term”) and the fifth anniversary of the Option grant date. In addition, in the event the Registrant’s market capitalization is $175 million or more for fifteen consecutive trading days, no later than the first anniversary of the expiration of the Maron Term, then the Registrant will issue to Mr. Maron, upon the conclusion of such fifteen trading day period, a five-year option to purchase an additional 1.5% of the Registrant’s outstanding common stock on a fully diluted basis calculated as of December 19, 2007, at an exercise price equal to the closing price on the fifteenth day of such fifteen trading day period.

The Maron Option is subject to accelerated vesting if the Registrant terminates Mr. Maron without cause, if Mr. Maron terminates his engagement for good reason or if a change in control of the Registrant occurs. In the event the Registrant consummates an equity financing at a price per share of common stock less than $0.25 during the Term, the Registrant will be obligated to issue Mr. Maron an additional option so that Mr. Maron’s option represents 5% of the then outstanding shares of the Registrant on a fully diluted basis. Also, if the Registrant conducts an offering of its securities during the Maron Term, Mr. Maron will have a right of first refusal to purchase up to 50% of the securities so offered on the same terms offered by the Registrant.

The foregoing discussion is qualified in its entirety by reference to the Maron Consulting Agreement, the Notice of Grant of Stock Option and Stock Option Agreement with Mr. Maron, which are attached as exhibits to this Current Report.

The option grants to Mssrs. Papalian and Maron were made in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering inasmuch as the options were offered without any form of general solicitation or general advertising and the offerees had effective access to the information that registration would otherwise provide.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On December 19, 2007, the board of directors of the Registrant appointed Richard H. Papalian as its Chief Executive Officer, replacing James J. Houtz in that capacity, and elected Mr. Papalian to fill a vacancy on the Registrant’s board of directors. Mr. Houtz remains President of the Registrant. From January 2007 until the present, Mr. Papalian has served as the President of Papalian Capital Partners, a residential real estate development firm in the Los Angeles area. From January 2006 until January 2007, Mr. Papalian did not hold a position with any business entity other than as an investor. From July 2003 until December 2005, Mr. Papalian served as Co-President and Chief Operating Officer of JRK Asset Management Inc., a privately held real estate investment and management firm owning hotels and multi-family housing complexes throughout the United States. From January 2001 until July 2003, Mr. Papalian did not hold a position with any business entity, other than as an investor. Mr. Papalian does not hold any directorship of any other publicly traded company.

There is no family relationship between Mr. Papalian and any of the directors, executive officers or director and officer nominees of the Registrant. There was no arrangement or understanding between Mr. Papalian and any other person pursuant to which Mr. Papalian was selected as a director. A summary of the compensatory and indemnification arrangements between the Registrant and Mr. Papalian is set forth in Item 1.01 above. There was no transaction since the beginning of the Registrant’s last fiscal year, or any currently proposed transaction, other than as set forth under Item 1.01 above, in which the Registrant was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Registrant’s total assets at year-end for the last three completed fiscal years, and in which Mr. Papalian had or will have a direct or indirect material interest.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Exhibits

10.1Papalian Employment Agreement

10.2Papalian Notice of Grant of Stock Option

10.3Papalian Stock Option Agreement

10.4Papalian Indemnification Agreement

10.5Maron Consulting Agreement

10.6Maron Notice of Grant of Stock Option

10.7Maron Stock Option Agreement

99.1Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2007

SIONIX CORPORATION
By:	/s/ Richard H. Papalian
Name: Richard H. Papalian
Title: Chief Executive Officer

EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 19, 2007 by and between Richard Papalian (the “Executive”) and Sionix Corporation, a Nevada corporation (the “Corporation”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”

WHEREAS, the Corporation believes that the Executive’s service, experience, contacts and knowledge are valuable to the Corporation in connection with its business; and

WHEREAS, the Corporation desires to employ the Executive, and the Executive desires to be employed by the Corporation, as the Chief Executive Officer of the Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows:

1.Employment. The Corporation hereby agrees to employ the Executive and the Executive hereby accepts such employment upon the terms and subject to the conditions hereinafter set forth. The Executive agrees to devote at least two (2) business days per week to the performance of his duties and responsibilities hereunder. The Executive shall not be prohibited from engaging in any other business or endeavor so long as such other business or endeavor is not competitive with the Corporation’s actual or prospective business and, subject to the foregoing, nothing herein shall prohibit Executive from engaging in any other business or activity, including, without limitation, as an officer, director, manager, member, partner or stockholder of any other entities.

2.Term of Employment. Subject to Section 7, the term of the Executive’s employment pursuant to this Agreement shall commence on and as of the date hereof (the “Effective Date”), and shall terminate on December 19, 2008 (the “Initial Term”). This Agreement shall automatically renew for an additional one (1) year period (the “Successive Term”), unless either Party shall notify the other in writing of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term. In this Agreement the word “Term” shall refer to the Initial Term and the Successive Term, if any.

3.Authority; Extent of Service. During the Term, the Executive shall serve as Chief Executive Officer of the Corporation. The Executive shall report directly to the board of directors of the Corporation (the “Board”), and shall have powers and duties consistent with the position of Chief Executive Officer, including, but not limited to: (a) hiring personnel, subject to Board approval (except with respect to hiring administrative support staff, which shall not require Board approval); (b) terminating personnel, upon Board approval; (c) establishing and executing a strategic plan for the Corporation, which plan shall be approved by the Board; (d) overseeing of all of the Corporation’s day-to-day operations; (e) recommending to the Board auditing, financial and legal advisors for engagement by the Corporation; (f) negotiating and managing strategic transactions for the Corporation, including, without limitation, corporate financing, sale and acquisition transactions; and (g) such other duties as are reasonably and lawfully delegated to him from time to time by the Board.

4.Appointment to Board. On the Effective Date, the Board shall appoint the Executive to serve as a member of the Board. Thereafter, the Executive shall be a director of the Corporation and shall hold such office so long as Employee continues to serve as the Chief Executive Officer of the Corporation.

5.Location. During the Term, the Executive may perform his duties from his home office or at the Corporation's offices in Irvine, California, at the discretion of the Executive.

6.Remuneration; Benefits. In consideration of the services to be rendered hereunder, the Executive shall be entitled to the following remuneration:

(a)Equity Compensation. Upon the Effective Date, the Executive shall be granted a non-qualified stock option (the “Option”) to purchase up to an aggregate of 5% of the Corporation’s outstanding common stock, par value $0.001 per share (the “Common Stock”), on a fully diluted basis calculated as of the Effective Date (the “Option Shares”), and exercisable for a period of 5 years at an exercise price of $0.25 per share (the “Exercise Price”), which Option Shares shall be subject to vesting and certain adjustments as provided in the Notice of Grant of Stock Option substantially in the form attached hereto as Exhibit A (the “Grant Notice”) and the form of Option Agreement attached thereto as Exhibit A (the “Option Agreement”). The Corporation agrees to register the Option Shares with the Securities and Exchange Commission on Form S-8 within 30 days of the Effective Date. In addition, in the event the Corporation’s Market Capitalization (as defined in the Grant Notice) is $175 million or more for 15 consecutive trading days, no later than the first year anniversary of the expiration of the Term, then the Corporation will issue to the Executive upon the conclusion of such 15 trading day period a five-year option to purchase an additional 1.5% of the Corporation’s outstanding Common Stock on a fully diluted basis calculated as of the date of this Agreement, at an exercise price equal to the closing price on the 15^th day of such 15 trading day period.

(b)Annual Salary. The Executive shall not be entitled to receive an annual salary during the Initial Term.

(c)Benefits. The Executive shall not be entitled to receive any paid vacation or other benefits during the Initial Term, including, without limitation, medical, pension, dental, life insurance, disability income, retirement or other employment benefits as may be in effect from time to time for other executive officers of the Corporation generally.

(d)Expenses. The Corporation shall reimburse the Executive for all reasonable business expenses incurred during Executive’s employment hereunder (the “Expenses”), with any individual Expenses in excess of two thousand five hundred dollars ($2,500) or aggregate Expenses in excess of five thousand dollars ($5,000) in any 30-day period commencing as of the Effective Date to be submitted to the Board for pre-approval by the Board.

(e)Directors’ and Officers’ Liability Insurance. The Corporation shall maintain directors’ and officers’ liability insurance in an amount of not less than $5,000,000 million in coverage and with a carrier as determined in the Board’s discretion and consented to by the Executive.

(f)Additional Remuneration. During the Successive Term, if any, the Executive shall be entitled to only such remuneration and benefits as may be negotiated and mutually agreed upon in writing by the Parties. The parties agree that prior to the end of the Initial Term they shall use good faith efforts to negotiate renumeration for the Successive Term; provided that nothing herein shall require either party to renew the term of this Agreement for the Successive Term.

7.Termination and Termination Benefits. Notwithstanding the provisions of Section 2, the Executive’s employment under this Agreement shall terminate under the following circumstances:

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(a)Termination for Cause. Subject to Section 7(d), the Corporation may terminate Executive's employment under this Agreement for Cause at any time prior to expiration of the Term. As used herein, "Cause" shall mean only:

(i)if Executive is convicted of (or pleads nolo contendere to) any felony;

(ii)acts of fraud, misappropriation or embezzlement committed by Executive at the expense of the Corporation;

(iii) a determination by the Corporation that Executive has engaged in willful misconduct, gross negligence or gross or habitual neglect in the performance of his duties under this Agreement; or

(iv)a material breach by the Executive of any of the covenants, terms or provisions of this Agreement that remains uncured for a period of 30 days after written notice by the Corporation to the Executive.

Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the Board (not counting Executive) at a meeting of the Board (after reasonable notice to Executive and opportunity for Executive, together with his counsel, to be heard before the Board and to cure such conduct within thirty (30) days thereof to the extent curable), finding that in the good faith opinion of the Board, Executive engaged in the conduct described herein, and specifying the particulars thereof.

(b)Termination for Good Reason. Subject to Section 7(d), the Executive’s employment under this Agreement may be terminated by the Executive for Good Reason by written notice to the Board. The occurrence of one or more of the following events shall constitute “Good Reason”:

(i)the Corporation’s material breach of any of the provisions of this Agreement, which breach is not cured by the Corporation within fifteen (15) days following written notice thereof from Executive; provided, that the Corporation can only cure such breach on two (2) occasions;

(ii)any adverse alteration in Executive's titles, positions, status, duties or authority with the Corporation;

(iii)the Executive's ceasing to be a member of the Board for any reason other than Executive's death, Disability, termination for Cause hereunder, resignation or refusal to stand for re-election to the Board;

(iv)any reduction in Executive's compensation;

(v)any relocation of the Corporation's principal executive offices outside of the Orange County or Los Angeles metropolitan areas;

(vi)the Board requests the Executive to engage in any unlawful activity; or

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(vii)a Change in Control shall occur.

A "Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

(i)any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Corporation or any Affiliate thereof, is or becomes after the Effective Date the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such person any securities acquired directly from the Corporation or Executive) representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities; or

(ii)in the event that the individuals who at the beginning of the Initial Term constitute the Board, and any new director whose election by the Board or nomination for election by the Corporation's shareholders was approved by a vote of at least a majority of the Board then still in office who either were members of the Board at the beginning of the Initial Term or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof during the Initial Term; or

(iii)the shareholders of the Corporation approve a merger or consolidation of the Corporation with or the sale of the Corporation to any other entity and, in connection with such merger, consolidation or sale, individuals who constitute the Board immediately prior to the time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the Board of the surviving corporation following the consummation of such merger or consolidation; or

(iv)the shareholders of the Corporation approve a planof complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity not controlled by the Corporation.

(c)Termination Without Cause or Good Reason. Subject to Section 7(d), the Executive’s employment under this Agreement may be terminated by the Corporation without Cause, or by the Executive without Good Reason, immediately upon written notice to the other Party.

(d)Effects of Termination. If during the Term (i) the Executive’s employment is terminated by the Corporation for Cause, or by the Executive without Good Reason, then any as yet unvested Option Shares shall be immediately forfeited upon the date of such termination (the “Termination Date”), as provided in the Option Agreement; or (ii) the Executive’s employment is terminated by the Corporation without Cause, or by the Executive for Good Reason, then any as yet unvested Option Shares shall immediately vest and become exercisable upon the Termination Date, for the entire life of the Option, as provided in the Option Agreement. Notwithstanding anything herein to the contrary, the Executive’s obligations under Sections 8 of this Agreement and the Corporation’s obligations under Section 9 of this Agreement shall survive any termination of the Executive’s employment with the Corporation at any time and for any reason.

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(e)Death; Disability. Upon the death or Disability of the Executive, all obligations of the Corporation under this Agreement shall immediately terminate other than with respect to vested but unexercised Option Shares to the extent accrued or vested through the Termination Date, as provided in the Option Agreement. As used in this Section 7, the term “Disability” means the good faith determination of the Board that the Executive has become so physically or mentally incapacitated or disabled as to be unable to satisfactorily perform his duties hereunder for a period of one hundred twenty (120) consecutive calendar days or for one-hundred eighty (180) days in any three-hundred sixty (360) day period, such determination based upon a certificate as to such physical or mental disability issued by a licensed physician and/or psychiatrist (as the case may be) mutually agreed upon by Executive and the Corporation.

(f)No Mitigation; No Offset. The Parties hereto agree that Executive shall not be required to mitigate damages in respect of any termination benefit or payment due under this Agreement or in respect of any damage award as a result of the Corporation's breach of this Agreement, nor shall any such benefit or award be offset by any future compensation or income received by Executive from any other source. The Corporation shall not have the right to offset against its obligations hereunder or against any such damage award any amounts payable by Executive to Corporation for any reason.

8.Non-Competition; Non-Solicitation; Confidentiality; Proprietary Rights.

(a)Non-Competition. The Executive agrees that he shall not during the Term:

(i)directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, partner, member, joint venturer, director, officer, employee, consultant or agent with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which develops, manufactures or markets products or performs services which are competitive with products or services of the Corporation or its subsidiaries; provided, however, that the Executive may own, directly or indirectly, securities of any entity traded on a national securities exchange or listed or quoted on an interdealer quotation system; and provided, further, that the Executive does not, directly or indirectly, own more than 5% of any class of equity securities, or securities convertible into or exercisable or exchangeable for more than 5% of any class of equity securities, of such entity;

(ii)call upon, solicit, direct, take away, provide products or services to, or accept any orders of business from, any customers or clients of the Corporation for products or services which are competitive with the products or services of the Corporation or its subsidiaries; or

(iii)solicit any employee of the Corporation to terminate such employee’s employment with the Corporation.

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(b)Confidential Information. As used in this Agreement, the term “Confidential Information” shall mean proprietary and non-public information that is not disclosed by the Corporation in its public filings. Confidential Information includes information, whether or not patentable or copyrightable, in written, verbal, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, domain names, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, customer lists, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information may include information developed by the Executive in the course of the Executive’s employment by the Corporation, as well as other information to which the Executive may have access, in connection with the Executive’s employment. Notwithstanding the foregoing, Confidential Information does not include information (i) that is or becomes generally available in the public domain through no fault of the Executive, (ii) was known by the Executive prior to his employment by the Corporation, (iii) is disclosed pursuant to the lawful requirement or request of a governmental agency or disclosure is permitted or required by operation of law, court order, civil process or stock exchange.

(c)Confidentiality. In the course of performing services hereunder on behalf of the Corporation and its affiliates, the Executive has had, and from time to time will have, access to Confidential Information. The Executive agrees (i) to hold such Confidential Information in strict confidence, (ii) not to disclose the Confidential Information to any person (other than in the course of the regular business of the Corporation), and (iii) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Corporation. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Executive by the Corporation or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Corporation. Upon the termination of the Executive’s employment with the Corporation at any time and for any reason, and as and when otherwise requested by the Corporation, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers or items, and reproductions thereof relating to the foregoing matters) in the Executive’s possession or control, shall be immediately returned to the Corporation.

(d)Third Party Agreements and Rights. The Executive represents to the Corporation that the Executive’s execution of this Agreement, the Executive’s employment with the Corporation and the performance of the Executive’s obligations under this Agreement does not violate any existing obligations the Executive has to any previous employer or other party. In the Executive’s work for the Corporation, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any previous employer or other party, and the Executive will not bring to the premises of the Corporation any copies or other tangible embodiments of confidential information belonging to or obtained from any previous employment or other party.

(e)Inventions. The Executive recognizes that the Corporation possesses a proprietary interest in all of the Confidential Information and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Executive, except as otherwise agreed between the Corporation and the Executive in writing. The Executive expressly agrees that any products, inventions, discoveries or improvements made by the Executive in the course of the Executive’s employment, including any of the foregoing which is based on or arises out of the Confidential Information, shall be the property of and inure to the exclusive benefit of the Corporation. The Executive further agrees that any and all products, inventions, discoveries or improvements developed by the Executive (whether or not able to be protected by copyright, patent or trademark) during the Term, or involving the use of the time, materials or other resources of the Corporation, shall be promptly disclosed to the Corporation and shall become the exclusive property of the Corporation, and the Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

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(f)Certain Remedies. It is specifically understood and agreed that any breach of the provisions of this Section 8 of this Agreement by the Executive could result in irreparable injury to the Corporation and its subsidiaries and affiliates, and that the remedy at law alone may be an inadequate remedy for such breach. Accordingly, the Executive agrees that if the Executive breaches any portion of this Agreement, the Corporation or its subsidiaries and affiliates shall be entitled, in addition to any other remedy it may have, to seek to enforce the specific performance of this Agreement by the Executive through both temporary and permanent injunctive relief, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

9.Indemnification. The Corporation shall indemnify the Executive as provided in an indemnification agreement in the form attached hereto as Exhibit B.

10.Integration. This Agreement and the attachments hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the Parties, whether written or verbal, with respect to any related subject matter.

11.Assignment; Successors and Assigns, etc. Neither the Corporation nor the Executive may make any assignment of this Agreement or any interest herein without the prior written consent of the other Party; provided, however, in the event of a Change in Control, this Agreement shall be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Corporation hereunder.

12.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested to the Parties as follows:

if to the Executive, at the last address the Executive has filed in writing with the Corporation,

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with a copy to:

Manatt, Phelps & Phillips, LLP

11355 W. Olympic Blvd.

Los Angeles, California 90064

Attn: Mark J. Kelson, Esq.

if to the Corporation, as follows:

Sionix Corporation

2082 Michelson Drive, Suite 306

Irvine CA 92612

Attn.: Chairman of the Board of Directors

with a copy to:

Richardson & Patel LLP

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Attn.: Kevin Friedmann, Esq.

15.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Corporation.

16.Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles thereof.

17.Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party; provided that a facsimile signature or email delivery of a “.pdf” file containing such signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

18.Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or interpret any of the rights or obligations under this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which the prevailing Party may be entitled. In addition, the Corporation shall promptly reimburse the Executive upon presentation of billing statements for any and all legal fees and expenses incurred by him in the preparation and negotiation of this Agreement and the other agreements related hereto.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.

CORPORATION:
SIONIX CORPORATION
By:	/s/ John Foster
	Name: John Foster
	Title: Chairman of the Board
EXECUTIVE:
/s/ Richard Papalian
RICHARD PAPALIAN

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Exhibit A

Form of Stock Option Agreement

Exhibit B

Form of Indemnification Agreement

EX-10.2

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the common stock, par value $0.001 per share (the “Common Stock”), of Sionix Corporation, a Nevada corporation (the “Corporation”):

Optionee:	Richard Papalian
Grant Date:	December 19, 2007
Vesting Commencement Date:	December 19, 2007
Number of Option Shares:	8,539,312
Expiration Date:	December 19, 2012
Type of Option:	Non-Qualified Stock Option
Exercise Price Per Share:	$0.25
Vesting Schedule:	Except as provided in the Stock Option Agreement, the number of vested Option Shares as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date as follows:
		Vested Ratio
	Grant Date	30%
	Upon the Corporation’s Market Capitalization exceeding $50,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	20%
	Upon the Corporation’s Market Capitalization exceeding $75,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	30%
	Upon the Corporation’s total Market Capitalization exceeding $100,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	20%

1.Terms. The Optionee agrees to be bound by the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A.

2.No Employment or Service Contract. Except as may otherwise be set forth in an a written agreement by and between the Optionee and the Corporation, if any, nothing in this Grant Notice or in the attached Stock Option Agreement shall confer upon the Optionee any right to continue in service in any capacity, including as an employee, for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation or of the Optionee, which rights are hereby expressly reserved by each, to terminate the Optionee’s service and/or employment at any time for any reason, with or without cause.

3.Definitions.

(a)“Market Capitalization” means, as of any particular trading date, the product of (a) the number of issued and outstanding shares of Common Stock of the Corporation on such date, multiplied by (b) the per share closing price of the Common Stock on its principal trading market in the United States on such date, as reported by Bloomberg LP.

(b)“Term” has the meaning set forth in the Employment Agreement between the Optionee and the Corporation dated on or about the Grant Date.

All capitalized terms used but not defined herein shall have the definition ascribed to them in the Stock Option Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation and the Optionee have duly executed this Notice of Grant as of the date set forth below.

Dated: December 19, 2007

CORPORATION:
SIONIX CORPORATION
By:	/s/ Robert McCray
Name:		Robert McCray
Title:		Chief Financial Officer
EXECUTIVE:
/s/ Richard Papalian
RICHARD PAPALIAN

ATTACHMENTS

Exhibit A – Stock Option Agreement

EXHIBIT A

STOCK OPTION AGREEMENT

EX-10.3

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of December 19, 2007 by and between Richard Papalian (the “Optionee”) and Sionix Corporation, a Nevada corporation (the “Corporation”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.” All capitalized terms not otherwise defined herein shall have the definition ascribed to them in the Grant Notice or the Employment Agreement (as hereinafter defined).

WHEREAS, on December 19, 2007, the Corporation entered into in an employment agreement with the Optionee (the “Employment Agreement”), pursuant to which the Corporation is to grant an Option to the Optionee; and

WHEREAS, this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Employment Agreement in connection with the Corporation’s grant of the Option to the Optionee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows:

1.Grant of Option. The Corporation hereby grants to the Optionee, as of the Grant Date, an Option to purchase up to the aggregate number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the Option term specified in Paragraph 2 below at the Exercise Price, subject to the vesting provisions set forth in the Grant Notice. Notwithstanding the foregoing, initially the Option shall not be exercisable as to 340,000 of the Option Shares (the “Excluded Shares”), which represents 5% of the shares of Common Stock issuable upon conversion of those certain Convertible Promissory Notes, dated June 6, 2007, issued to: (i) Calico Capital Management, LLC in the principal amount of $52,000 (with respect to 260,000 shares), (ii) BRAX Capital, LLC in the principal amount of $8,000 (with respect to 40,000 shares), and (iii) Gene Salkind MD in the principal amount of $8,000 (with respect to 40,000 shares) (collectively, the “Calico Notes”), which are not convertible except upon the satisfaction of certain conditions set forth therein. As and to the extent the Calico Notes become convertible, the Corporation shall provide the Optionee with prompt written notice that the Excluded Shares have become exercisable hereunder, subject to the terms of this Agreement and the Grant Notice.

2.Option Term. The Option shall have a term of five (5) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated pursuant to Paragraph 6 or 7 of this Agreement.

3.Limited Transferability.

(a)During the Optionee’s lifetime, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this Option, so that, if Optionee is holding this Option at the time of his or her death, this Option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or beneficiaries shall take the transferred Option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 6(c), be exercised following Optionee’s death.

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(b)If this option is designated a Non-Statutory Option in the Grant Notice, then this Option may be assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family (as defined in Rule 701 promulgated by the Securities and Exchange Commission) or to a trust established for the benefit of one or more such family members or to Optionee’s former spouse, to the extent such assignment is in connection with Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment.

(c)Anything herein to the contrary notwithstanding, in no event shall the Optionee sell during the nine months following the Grant Date (the “Lock-Up Period”) any shares of Common Stock acquired upon exercise of the Option. The Optionee consents to the placement of a legend to that effect on any Common Stock certificates issued to the Optionee during the Lock-Up Period upon exercise of the Option.

4.Dates of Exercise. The Option shall become exercisable for the Option Shares in one or more installments as specified in the Vesting Schedule set forth in the Grant Notice. As the Option becomes exercisable for such installments, those installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the Option pursuant to Paragraph 6 or 7 of this Agreement.

5.Representations of the Optionee. The Optionee hereby represents as follows:

(a) The Optionee either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of his business or financial experience or the business or financial experience of his professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, could be reasonably assumed to have the capacity to protect his own interests in connection with the transaction.

(b) The Optionee is acquiring the Option and, upon exercise, the Option Shares, for his own account and not with a view to or for sale in connection with any distribution thereof.

(c) The Optionee did not learn of the offer and sale of the Option through the publication of any advertisement.

6.Termination of Employment. The Option term specified in Paragraph 2 shall be subject to the following:

(a)if during the Term the Optionee’s employment is terminated by the Corporation for Cause, or by the Optionee without Good Reason, then any as yet unvested Option Shares shall be immediately forfeited upon the Termination Date (as defined in the Employment Agreement);

(b)if during the Term the Optionee’s employment is terminated by the Corporation without Cause, or by the Optionee for Good Reason, then any as yet unvested Option Shares shall immediately vest upon the Termination Date, and shall remain exercisable through the Expiration Date;

(c)if the Optionee’s employment is terminated because of the Optionee’s death or Disability, then the Option may be exercised only to the extent that it would have been exercisable by the Optionee on the Termination Date and must be exercised by the Optionee (or the Optionee’s legal representative or authorized assignee) not later than twelve (12) months following the Termination Date; and

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(d)in the event of a Change in Control, the provisions of Paragraph 7 of this Agreement shall govern the period for which the Option is to remain exercisable and shall supersede any provisions to the contrary herein.

7.Accelerated Vesting.

(a)In the event of a Change in Control, the Option Shares at the time subject to the Option but not otherwise vested shall automatically vest in full so that the Option shall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock.

(b)Immediately following the Change in Control, the Option shall terminate and cease to be outstanding.

(c)This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

8.Adjustment in Option Shares.

(a)If in any equity financing (other than the sale or issuance of securities upon the exercise or conversion of outstanding options, warrants or convertible notes) completed by the Corporation during the Term (a “Dilutive Financing”), the Corporation issues shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, at a price, or exercise or conversion price, per share that is less than the then Exercise Price, then the Option Shares will be immediately and concurrently adjusted, such that following the closing of any Dilutive Financing (the “Closing”) the Option Shares will represent five percent (5%) of the Corporation’s outstanding Common Stock on a fully diluted basis calculated immediately following the Closing. If any Dilutive Financing occurs in multiple Closings, then such calculation shall be made immediately after the final Closing.

(b) Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

9.Right of First Refusal. If during the Term the Corporation offers or proposes to offer its securities in any transaction the primary purpose of which is to raise capital (a “Proposed Financing”), the Optionee shall have a right of first refusal to purchase up to fifty percent (50%) of the securities offered in such Proposed Financing (a “Right of First Refusal”). The Corporation will provide the Optionee with at least ten (10) business days prior written notice of a Proposed Financing in accordance with the requirements for giving notice as hereinafter set forth in Paragraph 14. The notice shall specify therein the number and type of securities proposed to be issued, the price and type of consideration to be received, and any other material terms upon which the Corporation proposes to issue the securities. The Optionee will have ten (10) business days following deemed delivery of such notice to give the Corporation written notice of his intention to exercise the Right of First Refusal.

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10.Shareholder Rights. The Optionee shall not have any shareholder rights with respect to the Option Shares until the Optionee shall have exercised the Option in accordance with this Agreement and become a holder of record of the purchased shares.

11.Manner of Exercising Option.

(a)In order to exercise the Option with respect to all or any part of the Option Shares for which the Option is at the time exercisable, the Optionee (or any other person or persons exercising the option) must take the following actions:

(i)Execute and deliver to the Corporation a written notice setting forth the number of Option Shares for which the Option is exercised.

(ii)Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:

(A)by cancellation of indebtedness of the Corporation to the Optionee, including, without limitation, expense reimbursements owed under the Employment Agreement;

(B)by surrender of shares of Common Stock that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (and, if such shares were purchased from the Corporation by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market;

(C)with respect only to purchases upon exercise of an Option, and provided that a public market for the Corporation’s stock exists:

(1)through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (an “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or

(2)through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or

(D)by any combination of the foregoing.

Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price in one of the forms provided above must accompany the written notice delivered to the Corporation in connection with the Option exercise.

(iii)Furnish to the Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option.

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(iv)Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws.

(v)Make appropriate arrangements with the Corporation for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.

(b)As soon as practical after the exercise date, the Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising the Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c)Fractions of Option Shares will not be issued but will either be replaced by a cash payment equal to the fair market value of such fraction of an Option Share (based on the closing price of the Common Stock reported by Bloomberg LP on the replacement date) or will be rounded up to the nearest whole share of Common Stock, as determined by the Corporation.

12.Compliance with Laws and Regulations. The exercise of the Option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and the Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any national securities exchange or interdealer quotation system on which the Corporation’s Common Stock may be listed or quoted at the time of such exercise and issuance.

13.Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and the Optionee, the Optionee’s assigns and the legal representatives, heirs and legatees of the Optionee’s estate.

14.Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal executive offices. Any notice required to be given or delivered to the Optionee shall be in writing and addressed to the Optionee at the last address the Optionee filed in writing with the Corporation. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the Party to be notified.

15.Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties hereto have executed this Stock Option Agreement as of the date first set forth above.

CORPORATION:
SIONIX CORPORATION
By:	/s/ Robert Mc Cray
Name:		Robert Mc Cray
Title:		Chief Financial Officer
OPTIONEE:
/s/ Richard Papalian
RICHARD PAPALIAN

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EX-10.4

INDEMNIFICATION AGREEMENT

This Agreement is made and entered into this 19th day of December 2007 (the “Agreement”), by and between Sionix Corporation, a Nevada corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Richard Papalian (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer of the Company;

WHEREAS, as an officer of the Company, the Indemnitee is exposed to significant litigation risks and expenses;

WHEREAS, in light of the foregoing, the Company desires to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of any of the Company’s Articles of Incorporation or by-laws or any change in the ownership of the Company or the composition of its Board of Directors); and

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

1.Definitions.

(a)“Corporate Status” describes the status of a person who is serving or has served (i) as a director of the Company, including as a member of any committee thereof, (ii) as an officer of the Company, (iii) in any capacity with respect to any employee benefit plan of the Company, or (iv) as a director, partner, trustee, officer, employee, or agent of any other Entity at the request of the Company. For purposes of subsection (iv) of this Section 1(a), an officer or director of the Company who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary (as defined below) shall be deemed to be serving at the request of the Company.

(b)“Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

(c)“Expenses” shall mean all direct and indirect fees, costs and expenses of any nature whatsoever actually and reasonably incurred in connection with the investigation, preparation of a defense, appeal of or settlement of any Proceeding (as defined below), including, without limitation, reasonable attorneys fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by the Indemnitee pursuant to Sections 8 and 11(c) of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses; provided, however, that Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.

(d)“Indemnifiable Expenses”, “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings ascribed to those terms in Section 3(a) below.

(e)“Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

(f)“Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, whether or not he is serving in such capacity at the time any Expense or Liability is incurred for which indemnification or reimbursement can be provided under this Agreement, including a proceeding initiated by the Indemnitee pursuant to Section 11 of this Agreement to enforce the Indemnitee’s rights hereunder or an action brought by or in the right of the Company.

(g)“Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital stock or other voting equity interests of any corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of any corporation, partnership, limited liability company, joint venture or other Entity.

2.Services of the Indemnitee. This Agreement shall not impose any obligation on the Indemnitee or the Company to continue the Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3.Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows:

(a)Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities”, respectively, and collectively as “Indemnifiable Amounts”).

(b)To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

4.Exceptions to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall determine by any of the methods set forth in Section 78.751 of the Nevada Revised Statutes whether the Indemnitee has met the applicable standards of conduct which makes is permissible under applicable law to indemnify the Indemnitee. If it is determined that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to such indemnification under Sections 3(a) and 3(b) above in all circumstances other than the following:

(a)If indemnification is requested under Section 3(a) and it has been determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee failed to act (i) in good faith and (ii) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

(b)If indemnification is requested under Section 3(b) and

(i)it has been determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee failed to act (A) in good faith and (B) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, the Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or

(ii)it has determined that the Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

5.Procedure for Payment of Indemnifiable Amounts. The Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which the Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to the Indemnitee within ten (10) calendar days of receipt of the request. At the request of the Company, the Indemnitee shall furnish such documentation and information as is reasonably available to the Indemnitee and necessary to establish that the Indemnitee is entitled to indemnification hereunder.

6.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, the Indemnitee shall be indemnified against all Expenses reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

7.Effect of Certain Resolutions. Neither the settlement nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create an adverse presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s action was unlawful.

8.Agreement to Advance Expenses; Conditions. The Company shall pay to the Indemnitee all Indemnifiable Expenses incurred by the Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, as the same are incurred. In making any such advance, the ability of the Indemnitee to repay shall not be a factor. To the extent required by Nevada law, the Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to the Indemnitee if it is finally determined by a court of competent jurisdiction that the Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of the Indemnitee.

9.Procedure for Advance Payment of Expenses. The Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which the Indemnitee seeks an advance under Section 8 of this Agreement, together with documentation evidencing that the Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made no later than ten (10) calendar days after the Company’s receipt of such request.

10.Selection of Counsel. In the event the Company shall be obligated under this Agreement to pay Indemnifiable Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon delivery of written notice to the Indemnitee of the Company’s election to do so. After the Company’s assumption of the defense, the Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to such Proceeding; provided, however, that (i) the Indemnitee shall have the right to employ his own counsel in any such Proceeding at the Indemnitee’s expense; and (ii) if the Indemnitee shall have reasonably concluded that there may be a conflict of interest by reason of the representation in such Proceeding of the Indemnitee and the Company and/or any other defendants by the same counsel, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of such counsel shall be an amount for which the Indemnitee is entitled to indemnification from the Company under this Agreement, and (iii) if the Company does not retain counsel after assuming the defense of the Proceeding or if counsel does not vigorously defend the Proceeding, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of such counsel shall be an amount for which the Indemnitee is entitled to indemnification from the Company under this Agreement. The Indemnitee shall notify the Company in writing of any matter with respect to which the Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by the Indemnitee of written notice thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any documents filed with the court in which the Proceeding is pending. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power.

11.Remedies of Indemnitee.

(a)Right to Petition Court. In the event that the Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above, or a request for an advance of Indemnifiable Expenses under Sections 8 and 9 above, and the Company fails to make such payment or advance in a timely manner pursuant to the terms of this Agreement, the Indemnitee may petition a court of law to enforce the Company’s obligations under this Agreement.

(b)Burden of Proof. In any judicial proceeding brought under Section 11(a) above, the Company shall have the burden of proving that the Indemnitee is not entitled to payment of the Indemnifiable Amounts hereunder.

(c)Expenses. So long as the Indemnitee prevails in any action he files pursuant to Section 11(a) or if the Company and the Indemnitee settle such action, the Company agrees to reimburse the Indemnitee in full for any Expenses incurred by the Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by the Indemnitee under Section 11(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.

(d)Validity of Agreement. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

(e)Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advance of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 11(a) above, and shall not create a presumption that such payment or advance is not permissible.

12.Representations and Warranties of the Company. The Company hereby represents and warrants to the Indemnitee as follows:

(a)Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

(b)Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.

13.Insurance. In the event the Company obtains directors and officers liability insurance, the Company shall use its reasonable best efforts to maintain such coverage in effect and the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. If, at the time of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

14.Fees and Expenses. During the term of the Indemnitee’s service as an officer or director, the Company shall promptly reimburse the Indemnitee for all reasonable travel and other reasonable expenses incurred by the Indemnitee in connection with the Indemnitee’s service as an officer or director or member of any board committee or otherwise in connection with the Company’s business.

15.Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s by-laws or articles of incorporation, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director or officer of the Company.

16.Successors. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

17.Subrogation. In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

18.Change in Law. To the extent that a change in Nevada law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the by-laws of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

19.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

20.Indemnitee as Plaintiff. Except as provided in Section 11(c) of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

21.Modifications and Waiver. Except as provided in Section 18 above with respect to changes in Nevada law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

22.Notices. Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, telecopy, telex or other method of facsimile, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two days after being sent by overnight delivery providing receipt of delivery, if to the Company, to the address on record with the Securities and Exchange Commission as reported on its website www.sec.gov or at any other address designated by the Company to the Indemnitee in writing; if to the Indemnitee, at the address set forth below such Indemnitee’s name on the signature page hereto, or at any other address designated by the Indemnitee to the Company in writing.

23.Governing Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Nevada without giving effect to the provisions thereof relating to conflicts of law.

24.Inability of the Company to Indemnify. Both the Company and the Indemnitee acknowledge that in certain instances federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the appropriate state or federal regulatory agency to submit for approval any request for indemnification, and has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:
Sionix Corporation
By:	/s/ Robert McCray
Name: Robert McCray
Title: Chief Financial Officer
INDEMNITEE:
/s/ Richard Papalian
Name: Richard Papalian

EX-10.5

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 19, 2007 by and between Mark Maron (the “Consultant”) and Sionix Corporation, a Nevada corporation (the “Corporation”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”

WHEREAS, the Corporation believes that the Consultant’s service, experience, contacts and knowledge are valuable to the Corporation in connection with its business; and

WHEREAS, the Corporation desires to engage the Consultant on a non-exclusive basis, and the Consultant desires to be engaged by the Corporation, to provide the consulting services described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows:

1.Engagement. The Corporation hereby agrees to engage the Consultant and the Consultant hereby accepts such engagement, on a non-exclusive basis, upon the terms and subject to the conditions hereinafter set forth. The Consultant agrees to be available as needed up to two (2) business days per week to the performance of his duties and responsibilities hereunder. Subject to Section 8 hereof the Consultant shall not be prohibited from engaging in any other business or endeavor , including, without limitation, as an officer, director, manager, member, partner or stockholder of any other entities.

2.Term of Engagement. Subject to Section 7, the term of the Consultant’s engagement pursuant to this Agreement shall commence on and as of the date hereof (the “Effective Date”), and shall terminate on December 19, 2008 (the “Initial Term”). This Agreement shall automatically renew for an additional one (1) year period (the “Successive Term”), unless either Party shall notify the other in writing of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term. In this Agreement the word “Term” shall refer to the Initial Term and the Successive Term, if any.

3.Authority; Services. During the Term, the Consultant will have the title “Special Adviser” and report directly to the Chief Executive Officer of the Corporation, except as otherwise provided herein, and shall provide strategic advisory services, including (a) the preparation of a strategic plan for the Corporation and the evaluation of its strategic alternatives, which alternatives may include joint ventures or other strategic partnerships and alliances, licensing agreements, leasing agreements or the sale of all or part of the Corporation, and (b) the selection of any advisors or financiers in connection with any strategic transaction, (c) identifying and preparing analyses of businesses that are competitive with the Corporation, and (d) such other services as the Consultant and the Chief Executive Officer shall mutually determine.

4.Independent Contractor Status. Consultant is an independent contractor and not an employee of Corporation for any purpose whatsoever, including state and federal taxes and workers' compensation insurance, but is an independent contractor. Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Consultant does not have, nor shall Consultant hold out Consultant as having, any right, power, or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, or to pledge Company's credit, or to extend credits in the name of Company.

5.Nature of Consultant's Relationship to Company. Consultant is engaged in Consultant's own business independent of the Company, and the nature of Consultant's independent contractor relationship with the Company shall be further defined as follows:

(a)State and Federal Taxes. Company will not withhold any monies for any state, local or federal taxing authorities from compensation earned by Consultant pursuant to this Agreement. Company shall prepare and file a Form 1099 with the Internal Revenue Service ("IRS") reporting the compensation paid to Consultant.

(b)Fringe Benefits. Consultant shall receive no fringe benefits under this Agreement whatsoever, and accordingly, shall receive no insurance benefits, disability income, vacation, holiday pay, sick pay, expense reimbursement, or any other benefits. 

(c)Workers' Compensation. Company shall not provide workers' compensation coverage for Consultant or Consultant's Agents. Any and all workers' compensation coverage shall be the sole responsibility of Consultant.

(d)Hours. Consultant shall not be required to work any specified hours or specified days. 

(e)Licensing/Insurance. Consultant shall obtain and maintain at Consultant's sole expense any licenses or insurance required by federal, state or local law.

(f)Location. During the Term, the Consultant may perform his duties from his home office or at the Corporation's offices in Irvine, California, at the discretion of the Consultant.

6.Remuneration.

(a)Option. In consideration of the services to be rendered hereunder, the Consultant shall be granted a non-qualified stock option (the “Option”), upon the Effective Date, to purchase up to an aggregate of 5% of the Corporation’s outstanding common stock, par value $0.001 per share (the “Common Stock”), on a fully diluted basis calculated as of the Effective Date (the “Option Shares”), and exercisable for a period of 5 years at an exercise price of $0.25 per share (the “Exercise Price”), which Option Shares shall be subject to vesting and certain adjustments as provided in the Notice of Grant of Stock Option substantially in the form attached hereto as Exhibit A (the “Grant Notice”) and the form of Option Agreement attached thereto as Exhibit A (the “Option Agreement”). The Corporation agrees to register the Option Shares with the Securities and Exchange Commission on Form S-8 within 30 days of the Effective Date. In addition, in the event the Corporation’s Market Capitalization (as defined in the Grant Notice) is $175 million or more for 15 consecutive trading days, no later than the first year anniversary of the expiration of the Term, then the Corporation will issue to Consultant upon the conclusion of such 15 trading day period a five-year option to purchase an additional 1.5% of the Corporation’s outstanding Common Stock on a fully diluted basis calculated as of the date of this Agreement, at an exercise price equal to the closing price on the 15^th day of such 15 trading day period.

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(b)Expenses. The Corporation shall reimburse the Consultant for all reasonable business expenses incurred during Consultant’s engagement hereunder (the “Expenses”), with any individual Expenses in excess of two thousand five hundred dollars ($2,500) or aggregate Expenses in excess of five thousand dollars ($5,000) in any 30-day period commencing as of the Effective Date to be submitted to the Corporation’s board of directors (the “Board”) for pre-approval by the Board.

(c)Additional Remuneration. During the Successive Term, if any, the Consultant shall be entitled to only such remuneration as may be negotiated and mutually agreed upon in writing by the Parties. The parties agree that prior to the end of the Initial Term they shall use good faith efforts to negotiate renumeration for the Successive Term; provided that nothing herein shall require either party to renew the term of this Agreement for the Successive Term.

7.Termination and Termination Benefits. Notwithstanding the provisions of Section 2, the Consultant’s engagement under this Agreement shall terminate under the following circumstances:

(a)Termination for Cause. Subject to Section 7(d), the Corporation may terminate Consultant's engagement under this Agreement for Cause at any time prior to expiration of the Term. As used herein, "Cause" shall mean only:

(i)if Consultant is convicted of (or pleads nolo contendere to) any felony;

(ii)acts of fraud, misappropriation or embezzlement committed by Consultant at the expense of the Corporation;

(iii) a determination by the Corporation that Consultant has engaged in willful misconduct, gross negligence or gross or habitual neglect in the performance of his duties under this Agreement; or

(iv)a material breach by the Consultant of any of the covenants, terms or provisions of this Agreement that remains uncured for a period of 30 days after written notice by the Corporation to the Consultant.

Consultant shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the Board (not counting the Consultant) at a meeting of the Board (after reasonable notice to Consultant and opportunity for Consultant, together with his counsel, to be heard before the Board and to cure such conduct within thirty (30) days thereof to the extent curable), finding that in the good faith opinion of the Board, Consultant engaged in the conduct described herein, and specifying the particulars thereof.

(b)Termination for Good Reason. Subject to Section 7(d), the Consultant’s engagement under this Agreement may be terminated by the Consultant for Good Reason by written notice to the Board. The occurrence of one or more of the following events shall constitute “Good Reason”:

(i)the Corporation’s material breach of any of the provisions of this Agreement, which breach is not cured by the Corporation within fifteen (15) days following written notice thereof from Consultant; provided, that the Corporation can only cure such breach on two (2) occasions;

(ii)any adverse alteration in Consultant's duties hereunder;

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(iii)any reduction in Consultant's compensation;

(iv)the Board or the Chief Executive Officer requests the Consultant to engage in any unlawful activity; or

(v)a Change in Control shall occur.

A "Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

(i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Corporation or any Affiliate thereof, is or becomes after the Effective Date the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such person any securities acquired directly from the Corporation or Executive) representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities; or

(ii)in the event that the individuals who at the beginning of the Initial Term constitute the Board, and any new director whose election by the Board or nomination for election by the Corporation's shareholders was approved by a vote of at least a majority of the Board then still in office who either were members of the Board at the beginning of the Initial Term or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof during the Initial Term; or

(iii)the shareholders of the Corporation approve a merger or consolidation of the Corporation with or the sale of the Corporation to any other entity and, in connection with such merger, consolidation or sale, individuals who constitute the Board immediately prior to the time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the Board of the surviving corporation following the consummation of such merger or consolidation; or

(iv)the shareholders of the Corporation approve a planof complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity not controlled by the Corporation.

(c)Termination Without Cause or Good Reason. Subject to Section 7(d), the Consultant’s engagement under this Agreement may be terminated by the Corporation without Cause, or by the Consultant without Good Reason, immediately upon written notice to the other Party.

(d)Effects of Termination. If during the Term (i) the Consultant’s engagement is terminated by the Corporation for Cause, or by the Consultant without Good Reason, then any as yet unvested Option Shares shall be immediately forfeited upon the date of such termination (the “Termination Date”), as provided in the Option Agreement; or (ii) the Consultant’s engagement is terminated by the Corporation without Cause, or by the Consultant for Good Reason, then any as yet unvested Option Shares shall immediately vest and become exercisable upon the Termination Date, for the entire life of the Option, as provided in the Option Agreement. Notwithstanding anything herein to the contrary, the Consultant’s obligations under Sections 8 of this Agreement and the Corporation’s obligations under Section 9 of this Agreement shall survive any termination of the Consultant’s engagement with the Corporation at any time and for any reason.

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(e)Death; Disability. Upon the death or Disability of the Consultant, all obligations of the Corporation under this Agreement shall immediately terminate other than with respect to vested but unexercised Option Shares to the extent accrued or vested through the Termination Date, as provided in the Option Agreement. As used in this Section 7, the term “Disability” means the good faith determination of the Board that the Consultant has become so physically or mentally incapacitated or disabled as to be unable to satisfactorily perform his duties hereunder for a period of one hundred twenty (120) consecutive calendar days or for one-hundred eighty (180) days in any three-hundred sixty (360) day period, such determination based upon a certificate as to such physical or mental disability issued by a licensed physician and/or psychiatrist (as the case may be) mutually agreed upon by Consultant and the Corporation.

(f)No Mitigation; No Offset. The Parties hereto agree that Consultant shall not be required to mitigate damages in respect of any termination benefit or payment due under this Agreement or in respect of any damage award as a result of the Corporation's breach of this Agreement, nor shall any such benefit or award be offset by any future compensation or income received by Consultant from any other source. The Corporation shall not have the right to offset against its obligations hereunder or against any such damage award any amounts payable by Consultant to Corporation for any reason.

8.Non Competition; Non Solicitation; Confidentiality; Proprietary Rights

(a)Non-Competition. The Consultant agrees that he shall not during the Term:

(i)directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, partner, member, joint venturer, director, officer, employee, consultant or agent with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which develops, manufactures or markets products or performs services which are competitive with products or services of the Corporation or its subsidiaries; provided, however, that the Consultant may own, directly or indirectly, securities of any entity traded on a national securities exchange or listed or quoted on an interdealer quotation system; and provided, further, that the Consultant does not, directly or indirectly, own more than 5% of any class of equity securities, or securities convertible into or exercisable or exchangeable for more than 5% of any class of equity securities, of such entity;

(ii)call upon, solicit, direct, take away, provide products or services to, or accept any orders of business from, any customers or clients of the Corporation for products or services which are competitive with the products or services of the Corporation or its subsidiaries; or

(iii)solicit any employee of the Corporation to terminate such employee’s employment with the Corporation.

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(b)Confidential Information. As used in this Agreement, the term “Confidential Information” shall mean proprietary and non-public information that is not disclosed by the Corporation in its public filings. Confidential Information includes information, whether or not patentable or copyrightable, in written, verbal, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, domain names, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, customer lists, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information may include information developed by the Consultant in the course of the Consultant’s engagement by the Corporation, as well as other information to which the Consultant may have access, in connection with the Consultant’s engagement. Notwithstanding the foregoing, Confidential Information does not include information (i) that is or becomes generally available in the public domain through no fault of the Consultant, (ii) was known by the Consultant prior to his engagement by the Corporation, (iii) is disclosed pursuant to the lawful requirement or request of a governmental agency or disclosure is permitted or required by operation of law, court order, civil process or stock exchange.

(c)Confidentiality. In the course of performing services hereunder on behalf of the Corporation and its affiliates, the Consultant has had, and from time to time will have, access to Confidential Information. The Consultant agrees (i) to hold such Confidential Information in strict confidence, (ii) not to disclose the Confidential Information to any person (other than in the course of the regular business of the Corporation), and (iii) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Corporation. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Consultant by the Corporation or are produced by the Consultant in connection with the Consultant’s engagement will be and remain the sole property of the Corporation. Upon the termination of the Consultant’s engagement with the Corporation at any time and for any reason, and as and when otherwise requested by the Corporation, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers or items, and reproductions thereof relating to the foregoing matters) in the Consultant’s possession or control, shall be immediately returned to the Corporation.

(d)Third Party Agreements and Rights. The Consultant represents to the Corporation that the Consultant’s execution of this Agreement, the Consultant’s engagement with the Corporation and the performance of the Consultant’s obligations under this Agreement do not violate any existing obligations the Consultant has to any previous employer or other party. In the Consultant’s work for the Corporation, the Consultant will not disclose or make use of any information in violation of any agreements with or rights of any previous employer or other party, and the Consultant will not bring to the premises of the Corporation any copies or other tangible embodiments of confidential information belonging to or obtained from any previous employment or other party.

(e)Inventions. The Consultant recognizes that the Corporation possesses a proprietary interest in all of the Confidential Information and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Consultant, except as otherwise agreed between the Corporation and the Consultant in writing. The Consultant expressly agrees that any products, inventions, discoveries or improvements made by the Consultant in the course of the Consultant’s engagement, including any of the foregoing which is based on or arises out of the Confidential Information, shall be the property of and inure to the exclusive benefit of the Corporation. The Consultant further agrees that any and all products, inventions, discoveries or improvements developed by the Consultant (whether or not able to be protected by copyright, patent or trademark) during the Term, or involving the use of the time, materials or other resources of the Corporation, shall be promptly disclosed to the Corporation and shall become the exclusive property of the Corporation, and the Consultant shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

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(f)Certain Remedies. It is specifically understood and agreed that any breach of the provisions of this Section 8 of this Agreement by the Consultant could result in irreparable injury to the Corporation and its subsidiaries and affiliates, and that the remedy at law alone may be an inadequate remedy for such breach. Accordingly, the Consultant agrees that if the Consultant breaches any portion of this Agreement, the Corporation or its subsidiaries and affiliates shall be entitled, in addition to any other remedy it may have, to seek to enforce the specific performance of this Agreement by the Consultant through both temporary and permanent injunctive relief, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

9.Indemnification. The Corporation shall indemnify the Consultant as provided in an indemnification agreement in the form attached hereto as Exhibit B.

10.Integration. This Agreement and the attachments hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the Parties, whether written or verbal, with respect to any related subject matter.

11.Assignment; Successors and Assigns, etc. Neither the Corporation nor the Consultant may make any assignment of this Agreement or any interest herein without the prior written consent of the other Party; provided, however, in the event of a Change in Control, this Agreement shall be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Corporation hereunder.

12.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested to the Parties as follows:

if to the Consultant, at the last address the Consultant has filed in writing with the Corporation,

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with a copy to:

Manatt, Phelps & Phillips, LLP

11355 W. Olympic Blvd.

Los Angeles, California 90064

Attn: Mark J. Kelson, Esq.

if to the Corporation, as follows:

Sionix Corporation

2082 Michelson Drive, Suite 306

Irvine CA 92612

Attn.: Chairman of the Board of Directors

with a copy to:

Richardson & Patel LLP

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Attn.: Kevin Friedmann, Esq.

15.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Consultant and by a duly authorized representative of the Corporation.

16.Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles thereof.

17.Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party; provided that a facsimile signature or email delivery of a “.pdf” file containing such signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

18.Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or interpret any of the rights or obligations under this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which the prevailing Party may be entitled. In addition, the Corporation shall promptly reimburse the Consultant upon presentation of billing statements for any and all legal fees and expenses incurred by him in the preparation and negotiation of this Agreement and the other agreements related hereto.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.

CORPORATION:
SIONIX CORPORATION
By:	/s/ John Foster
	Name: John Foster
	Title: Chairman of the Board
CONSULTANT:
/s/ Mark Maron
MARK MARON

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Exhibit A

Form of Stock Option Agreement

Exhibit B

Form of Indemnification Agreement

EX-10.6

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the common stock, par value $0.001 per share (the “Common Stock”), of Sionix Corporation, a Nevada corporation (the “Corporation”):

Optionee:	Mark Maron
Grant Date:	December 19, 2007
Vesting Commencement Date:	December 19, 2007
Number of Option Shares:	8,539,312
Expiration Date:	December 19, 2012
Type of Option:	Non-Qualified Stock Option
Exercise Price Per Share:	$0.25
Vesting Schedule:	Except as provided in the Stock Option Agreement, the number of vested Option Shares as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date as follows:
		Vested Ratio
	Grant Date	30%
	Upon the Corporation’s Market Capitalization exceeding $50,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	20%
	Upon the Corporation’s Market Capitalization exceeding $75,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	30%
	Upon the Corporation’s total Market Capitalization exceeding $100,000,000 for 15 consecutive trading days, in no event later than the earlier of (i) the first anniversary of the end of the Term and (ii) the fifth anniversary of the Grant Date.	20%

1.Terms. The Optionee agrees to be bound by the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A.

2.No Employment or Service Contract. Except as may otherwise be set forth in an a written agreement by and between the Optionee and the Corporation, if any, nothing in this Grant Notice or in the attached Stock Option Agreement shall confer upon the Optionee any right to continue in service in any capacity, including as an employee, for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation or of the Optionee, which rights are hereby expressly reserved by each, to terminate the Optionee’s service and/or employment at any time for any reason, with or without cause.

3.Definitions.

(a)“Market Capitalization” means, as of any particular trading date, the product of (a) the number of issued and outstanding shares of Common Stock of the Corporation on such date, multiplied by (b) the per share closing price of the Common Stock on its principal trading market in the United States on such date, as reported by Bloomberg LP.

(b)“Term” has the meaning set forth in the Employment Agreement between the Optionee and the Corporation dated on or about the Grant Date.

All capitalized terms used but not defined herein shall have the definition ascribed to them in the Stock Option Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation and the Optionee have duly executed this Notice of Grant as of the date set forth below.

Dated: December 19, 2007

CORPORATION:
SIONIX CORPORATION
By:	/s/ Robert McCray
Name:		Robert McCray
Title:		Chief Financial Officer
EXECUTIVE:
/s/ Mark Maron
MARK MARON

ATTACHMENTS

Exhibit A – Stock Option Agreement

EXHIBIT A

STOCK OPTION AGREEMENT

EX-10.7

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of December 19, 2007 by and between Mark Maron (the “Optionee”) and Sionix Corporation, a Nevada corporation (the “Corporation”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.” All capitalized terms not otherwise defined herein shall have the definition ascribed to them in the Grant Notice or the Employment Agreement (as hereinafter defined).

WHEREAS, on December 19, 2007, the Corporation entered into in an employment agreement with the Optionee (the “Employment Agreement”), pursuant to which the Corporation is to grant an Option to the Optionee; and

WHEREAS, this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Employment Agreement in connection with the Corporation’s grant of the Option to the Optionee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows:

1.Grant of Option. The Corporation hereby grants to the Optionee, as of the Grant Date, an Option to purchase up to the aggregate number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the Option term specified in Paragraph 2 below at the Exercise Price, subject to the vesting provisions set forth in the Grant Notice. Notwithstanding the foregoing, initially the Option shall not be exercisable as to 340,000 of the Option Shares (the “Excluded Shares”), which represents 5% of the shares of Common Stock issuable upon conversion of those certain Convertible Promissory Notes, dated June 6, 2007, issued to: (i) Calico Capital Management, LLC in the principal amount of $52,000 (with respect to 260,000 shares), (ii) BRAX Capital, LLC in the principal amount of $8,000 (with respect to 40,000 shares), and (iii) Gene Salkind MD in the principal amount of $8,000 (with respect to 40,000 shares) (collectively, the “Calico Notes”), which are not convertible except upon the satisfaction of certain conditions set forth therein. As and to the extent the Calico Notes become convertible, the Corporation shall provide the Optionee with prompt written notice that the Excluded Shares have become exercisable hereunder, subject to the terms of this Agreement and the Grant Notice.

2.Option Term. The Option shall have a term of five (5) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated pursuant to Paragraph 6 or 7 of this Agreement.

3.Limited Transferability.

(a)During the Optionee’s lifetime, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this Option, so that, if Optionee is holding this Option at the time of his or her death, this Option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or beneficiaries shall take the transferred Option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 6(c), be exercised following Optionee’s death.

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(b)If this option is designated a Non-Statutory Option in the Grant Notice, then this Option may be assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family (as defined in Rule 701 promulgated by the Securities and Exchange Commission) or to a trust established for the benefit of one or more such family members or to Optionee’s former spouse, to the extent such assignment is in connection with Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment.

(c)Anything herein to the contrary notwithstanding, in no event shall the Optionee sell during the nine months following the Grant Date (the “Lock-Up Period”) any shares of Common Stock acquired upon exercise of the Option. The Optionee consents to the placement of a legend to that effect on any Common Stock certificates issued to the Optionee during the Lock-Up Period upon exercise of the Option.

4.Dates of Exercise. The Option shall become exercisable for the Option Shares in one or more installments as specified in the Vesting Schedule set forth in the Grant Notice. As the Option becomes exercisable for such installments, those installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the Option pursuant to Paragraph 6 or 7 of this Agreement.

5. Representations of the Optionee. The Optionee hereby represents as follows:

(a) The Optionee either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of his business or financial experience or the business or financial experience of his professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, could be reasonably assumed to have the capacity to protect his own interests in connection with the transaction.

(b) The Optionee is acquiring the Option and, upon exercise, the Option Shares, for his own account and not with a view to or for sale in connection with any distribution thereof.

(c) The Optionee did not learn of the offer and sale of the Option through the publication of any advertisement.

6.Termination of Employment. The Option term specified in Paragraph 2 shall be subject to the following:

(a)if during the Term the Optionee’s employment is terminated by the Corporation for Cause, or by the Optionee without Good Reason, then any as yet unvested Option Shares shall be immediately forfeited upon the Termination Date (as defined in the Employment Agreement);

(b)if during the Term the Optionee’s employment is terminated by the Corporation without Cause, or by the Optionee for Good Reason, then any as yet unvested Option Shares shall immediately vest upon the Termination Date, and shall remain exercisable through the Expiration Date;

(c)if the Optionee’s employment is terminated because of the Optionee’s death or Disability, then the Option may be exercised only to the extent that it would have been exercisable by the Optionee on the Termination Date and must be exercised by the Optionee (or the Optionee’s legal representative or authorized assignee) not later than twelve (12) months following the Termination Date; and

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(d)in the event of a Change in Control, the provisions of Paragraph 7 of this Agreement shall govern the period for which the Option is to remain exercisable and shall supersede any provisions to the contrary herein.

7.Accelerated Vesting.

(a)In the event of a Change in Control, the Option Shares at the time subject to the Option but not otherwise vested shall automatically vest in full so that the Option shall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock.

(b)Immediately following the Change in Control, the Option shall terminate and cease to be outstanding.

(c)This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

8.Adjustment in Option Shares.

(a)If in any equity financing (other than the sale or issuance of securities upon the exercise or conversion of outstanding options, warrants or convertible notes) completed by the Corporation during the Term (a “Dilutive Financing”), the Corporation issues shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, at a price, or exercise or conversion price, per share that is less than the then Exercise Price, then the Option Shares will be immediately and concurrently adjusted, such that following the closing of any Dilutive Financing (the “Closing”) the Option Shares will represent five percent (5%) of the Corporation’s outstanding Common Stock on a fully diluted basis calculated immediately following the Closing. If any Dilutive Financing occurs in multiple Closings, then such calculation shall be made immediately after the final Closing.

(b) Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

9.Right of First Refusal. If during the Term the Corporation offers or proposes to offer its securities in any transaction the primary purpose of which is to raise capital (a “Proposed Financing”), the Optionee shall have a right of first refusal to purchase up to fifty percent (50%) of the securities offered in such Proposed Financing (a “Right of First Refusal”). The Corporation will provide the Optionee with at least ten (10) business days prior written notice of a Proposed Financing in accordance with the requirements for giving notice as hereinafter set forth in Paragraph 14. The notice shall specify therein the number and type of securities proposed to be issued, the price and type of consideration to be received, and any other material terms upon which the Corporation proposes to issue the securities. The Optionee will have ten (10) business days following deemed delivery of such notice to give the Corporation written notice of his intention to exercise the Right of First Refusal.

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10.Shareholder Rights. The Optionee shall not have any shareholder rights with respect to the Option Shares until the Optionee shall have exercised the Option in accordance with this Agreement and become a holder of record of the purchased shares.

11.Manner of Exercising Option.

(a)In order to exercise the Option with respect to all or any part of the Option Shares for which the Option is at the time exercisable, the Optionee (or any other person or persons exercising the option) must take the following actions:

(i)Execute and deliver to the Corporation a written notice setting forth the number of Option Shares for which the Option is exercised.

(ii)Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:

(A)by cancellation of indebtedness of the Corporation to the Optionee, including, without limitation, expense reimbursements owed under the Employment Agreement;

(B)by surrender of shares of Common Stock that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (and, if such shares were purchased from the Corporation by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market;

(C)with respect only to purchases upon exercise of an Option, and provided that a public market for the Corporation’s stock exists:

(1)through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (an “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or

(2)through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or

(D)by any combination of the foregoing.

Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price in one of the forms provided above must accompany the written notice delivered to the Corporation in connection with the Option exercise.

(iii)Furnish to the Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option.

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(iv)Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws.

(v)Make appropriate arrangements with the Corporation for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.

(b)As soon as practical after the exercise date, the Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising the Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c)Fractions of Option Shares will not be issued but will either be replaced by a cash payment equal to the fair market value of such fraction of an Option Share (based on the closing price of the Common Stock reported by Bloomberg LP on the replacement date) or will be rounded up to the nearest whole share of Common Stock, as determined by the Corporation.

12.Compliance with Laws and Regulations. The exercise of the Option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and the Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any national securities exchange or interdealer quotation system on which the Corporation’s Common Stock may be listed or quoted at the time of such exercise and issuance.

13.Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and the Optionee, the Optionee’s assigns and the legal representatives, heirs and legatees of the Optionee’s estate.

14.Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal executive offices. Any notice required to be given or delivered to the Optionee shall be in writing and addressed to the Optionee at the last address the Optionee filed in writing with the Corporation. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the Party to be notified.

15.Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties hereto have executed this Stock Option Agreement as of the date first set forth above.

CORPORATION:
SIONIX CORPORATION
By:	/s/ Robert Mc Cray
Name: Robert Mc Cray
Title: Chief Financial Officer
OPTIONEE:
/s/ Mark Maron
MARK MARON

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EX-99.1

Press Release Source: SIONIX Corporation

SIONIX Announces the Appointment of New CEO and Special Advisor

Thursday December 20, 1:16 pm ET

IRVINE, Calif., Dec. 20 /PRNewswire-FirstCall/ -- SIONIX Corporation (OTC Bulletin Board: SINX) announced today the appointment of Richard H. Papalian as the company's CEO and Mark S. Maron as a Special Advisor to the company effective immediately. Mr. Papalian was also elected to fill a vacancy on the company's Board of Directors. Board Chairman Dr. John Foster in the announcement said, "As we complete the enhancements for our production units and begin the final testing phase of our state-of-the-art patented technology, we are pleased to add these two individuals to our company." Dr. Foster added, "Mr. Papalian's extensive experience operating and effectively positioning companies at our stage and Mr. Maron's long-standing investment banking experience will complete our team as we now focus on manufacturing, licensing, strategic partnerships, funding and distribution agreements." James Houtz will remain as President and COO responsible for the day to day operations of the company.

Richard H. Papalian, age 52, founded Papalian Capital Partners, Inc., a real estate investment and development firm, in January 2007 and has served as its CEO since then. Prior to founding Papalian Capital Partners, Mr. Papalian was Co-President and COO of JRK Asset Management Inc., a privately held owner and operator of hotels and multi-family housing complexes throughout the United States. Prior to joining JRK, Mr. Papalian was COO and co-founder of Waybid Technologies LLC, a business-to-business Internet multi-listing service that utilized dynamic pricing models to optimize pricing for its clients. Previously, from 1977 to 1994, Mr. Papalian was founder CEO of The Promotion Agency, Inc., a marketing consulting/sales promotion agency with international clients. Mr. Papalian holds a B.S. in Economics, magna cum laude, from the Wharton School of the University of Pennsylvania.

Mark S. Maron, age 51, is a principal with Birchmont Capital Advisors, LLC, a real estate private equity firm which was founded in September 2005. Prior to joining Birchmont, Mr. Maron served as a Managing Director of investment banking in the Los Angeles office of Lehman Brothers, Inc. from 2000 to 2005. Previously, Mr. Maron was with Credit Suisse First Boston Corporation from 1983 to 2000 where he was responsible for managing the firm's western region investment banking effort and coverage of CSFB's financial institution clients in the western United States. Mr. Maron is a member of the Board of Directors of True Religion Apparel, Inc., a company whose securities are traded on Nasdaq. Mr. Maron holds a B.A. in English from McGill University and an M.B.A. from the Wharton School of the University of Pennsylvania.

About SIONIX

SIONIX Corporation develops new concepts in "Modular Packaged Water Treatment Systems" using dissolved air flotation (DAF) and membrane technology for drinking water and wastewater treatment systems for municipalities and industrial use. It is an innovator in the water treatment industry. SIONIX owns eight various product and process patents and two are pending. The Company is evolving peripheral and new products and processes in the application process.

SIONIX designs "Safe Water Systems" that require uninterrupted water supplies with many applications in mind, including defense, government facilities, emergency water supplies during natural disasters, foreign embassies, hospitals, pharmaceuticals, resorts and hotels. This also includes desalinization and pre-treatment for reverse osmosis and other membrane applications. Industrial applications would include housing development projects, bottled water, industrial process water, food, dairy, agri-business, meat processing, hog operations and poultry.

For additional information, please contact SIONIX Corporation at (949) 752-7980.

Source: SIONIX Corporation