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): February 25, 2008 (February 21, 2008)

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 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Agreements with Dr. John H. Foster, Ph.D.

On February 21, 2008, the Registrant entered into a one year Consulting Agreement (the “Foster Consulting Agreement”) with Dr. John H. Foster, Ph.D., Professor of Engineering Geology at California State University, Fullerton and Chairman of the Registrant’s board of directors. Pursuant to the Foster Consulting Agreement, Dr. Foster will (i) actively assist in the testing and demonstration of the Registrant’s water purification product on site at the Villa Park Dam in Irvine, California; (ii) attend technical meetings, demonstrations and trade shows in support of the Registrant’s business; (iii) prepare grant applications and white papers as technological and scientific results are confirmed; and (iv) act in the best interests of the Registrant and aid in its day-to-day operations for a minimum of 5 days per month, after which the Registrant will pay Dr. Foster an hourly rate of $250 per hour ((i)-(iv), collectively, the “Services”). Dr. Foster has been providing similar services to the Registrant since October 1, 2004, initially while serving as a member of the Registrant’s board of advisors and subsequently as its Chairman of the board of directors. The term of the Foster Consulting Agreement is from January 1, 2008 until January 1, 2009 (the “Term”).

As compensation for the Services, the Registrant will pay Dr. Foster:

(i)upon the Registrant raising at least $250,000 in gross proceeds from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term, for Services performed from January 1 until June 1, 2008, $10,000 per month payable on the first day of each month during such period; and

(ii)upon the Registrant raising at least $500,000 in gross proceeds (including the $250,000 referred to above) from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term: (i) a one time payment of $30,000 for Services performed from October 1, 2007 through December 31, 2007, and (ii) for Services performed from July 1 until December 31, 2008, $10,000 per month payable on the first day of each month during such period.

In addition, in consideration of Dr. Foster’s efforts in bringing about a definitive licensing, manufacturing, distribution, purchase order or substantially similar agreement between the Registrant and Primon, an Ireland based company in the business of water purification, or any of its affiliates (the “Primon Agreement”), during the Term or within six months thereafter, Dr. Foster will receive, regardless of the termination of the Foster Consulting Agreement, 2.5% of the royalty payments or other amounts received by the Registrant from Primon pursuant to the Primon Agreement, until Dr. Foster has received $2,500,000 in such commissions, after which the Registrant will have no further obligation to pay such commissions.

Pursuant to the Foster Consulting Agreement, the Registrant also agreed to carry forward the debt incurred to Dr. Foster in the amount of $144,000 for services rendered during the time Dr. Foster served as a member of the Registrant’s board of advisors, which will be payable at the earlier of September 30, 2010 or the date on which the Registrant shows on its balance sheet as filed with the Securities and Exchange Commission at least $1.5 million in working capital and the closing price of its common stock has been at least $1.25 for at least 15 consecutive trading days. This obligation will survive the termination of the Foster Consulting Agreement.

In addition, on February 21, 2008, pursuant to a Notice of Grant of Stock Option and a Stock Option Agreement (the “Foster Option Agreement”), the Registrant granted to Dr. Foster a 5-year fully vested option to purchase 2,880,000 shares of the Registrant’s common stock at an exercise price of $0.25 per share. The option may be exercised on a cashless basis. Pursuant to the Foster Option Agreement, Dr. Foster has agreed to not resell any shares of common stock acquired upon exercise of his option prior to December 13, 2008, which is the one year anniversary of the date the option was authorized by the Registrant’s board of directors.

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

Agreements with Dr. W. Richard Laton, Ph.D.

On February 21, 2008, the Registrant entered into a one year Consulting Agreement (the “Laton Consulting Agreement”) with Dr. W. Richard Laton, Associate Professor of Hydrogeology at California State University, Fullerton and a member of the Registrant’s board of directors. Pursuant to the Laton Consulting Agreement, Dr. Laton will (i) actively assist in the testing and demonstration of the Registrant’s water purification product on site at the Villa Park Dam in Irvine, California; (ii) attend technical meetings, demonstrations and trade shows in support of the Registrant’s business; (iii) prepare grant applications and white papers as technological and scientific results are confirmed; and (iv) act in the best interests of the Registrant and aid in its day-to-day operations for a minimum of 5 days per month, after which the Registrant will pay Dr. Laton an hourly rate of $250 per hour ((i)-(iv), collectively, the “Services”). Dr. Laton has been providing similar services to the Registrant since October 1, 2004, initially while serving as a member of the Registrant’s board of advisors and subsequently as a member of its board of directors. The term of the Laton Consulting Agreement is from January 1, 2008 until January 1, 2009 (the “Term”).

As compensation for the Services, the Registrant will pay Dr. Laton:

(i)upon the Registrant raising at least $250,000 in gross proceeds from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term, for Services performed from January 1 until June 1, 2008, $10,000 per month payable on the first day of each month during such period; and

(ii)upon the Registrant raising at least $500,000 in gross proceeds (including the $250,000 referred to above) from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term: (i) a one time payment of $30,000 for Services performed from October 1, 2007 through December 31, 2007, and (ii) for Services performed from July 1 until December 31, 2008, $10,000 per month payable on the first day of each month during such period.

In addition, in consideration of Dr. Laton’s efforts in bringing about the Primon Agreement during the Term or within six months thereafter, Dr. Laton will receive, regardless of the termination of the Laton Consulting Agreement, 5% of the royalty payments or other amounts received by the Registrant from Primon pursuant to the Primon Agreement, until Dr. Laton has received $5,000,000 in such commissions, after which the Registrant will have no further obligation to pay such commissions.

Pursuant to the Laton Consulting Agreement, the Registrant also agreed to carry forward the debt incurred to Dr. Laton in the amount of $144,000 for services rendered during the time Dr. Laton served as a member of the Registrant’s board of advisors, which will be payable at the earlier of September 30, 2010 or the date on which the Registrant shows on its balance sheet as filed with the Securities and Exchange Commission at least $1.5 million in working capital and the closing price of its common stock has been at least $1.25 for at least 15 consecutive trading days. This obligation will survive the termination of the Laton Consulting Agreement.

In addition, on February 21, 2008, pursuant to a Notice of Grant of Stock Option and a Stock Option Agreement (the “Laton Option Agreement”), the Registrant granted to Dr. Laton a 5-year fully vested option to purchase 2,880,000 shares of the Registrant’s common stock at an exercise price of $0.25 per share. The option may be exercised on a cashless basis. Pursuant to the Laton Option Agreement, Dr. Laton has agreed to not resell any shares of common stock acquired upon exercise of his option prior to December 13, 2008, which is the one year anniversary of the date the option was authorized by the Registrant’s board of directors.

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

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial Statements of Businesses Acquired.

Not applicable.

(b)   Pro Forma Financial Information

Not applicable.

(c)   Exhibits

10.1	Foster Consulting Agreement
10.2	Foster Notice of Grant of Stock Option
10.3	Foster Stock Option Agreement
10.4	Laton Consulting Agreement
10.5	Laton Notice of Grant of Stock Option
10.6	Laton Stock Option Agreement

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: February 25, 2008

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

EX-10.1

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made as of February 21, 2008 by and between JOHN FOSTER, an individual whose address is c/o Department of Geological Sciences, MH 204 California State University, Fullerton, Fullerton, CA 92834 (the “Consultant”), and SIONIX CORPORATION, a Nevada corporation whose address is 2082 Michelson Drive, Suite 306, Irvine CA 92612 (the “Company”), in reference to the following:

RECITALS

A.The Company is in the business of developing water purification technology.

B.The Consultant is an engineering geology professional who has been providing advisory board and consulting services to the Company since October 1, 2004 (the “Service Commencement Date”).

C.The Company wishes to retain the Consultant, and the Consultant wishes to be retained by the Company, to assist the Company in its efforts to develop and market its water purification technology.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

AGREEMENT

1.Term. The Company retains the Consultant and the Consultant accepts this appointment with the Company for a period of 12 months, beginning as of January 1, 2008 and ending on January 1, 2009 unless sooner terminated pursuant to section 5 (the “Term”).

2.Duties of Consultant.The Consultant agrees to perform the consulting services set forth on Exhibit “A” to this Agreement and made a part of it (the “Services”). The Consultant will report to the Company’s Chief Executive Officer but will determine the method, details and means of performing the Services. The Consultant may, at the Consultant’s own expense, use employees or other subcontractors to assist the Consultant with the performance of the Services.

3.Compensation.

(a)The Company shall pay to the Consultant, as compensation for the Services:

(i)upon the Company raising at least $250,000 in gross proceeds from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term, for Services performed from January 1 until June 1, 2008, $10,000 per month payable on the first day of each month during such period; and

(ii)upon the Company raising at least $500,000 in gross proceeds (including the $250,000 referred to in section 3(a)) from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term: (i) a one time payment of $30,000 for services performed from October 1, 2007 through December 31, 2007, and (ii) for services performed from July 1 until December 31, 2008, $10,000 per month payable on the first day of each month during such period; and

(iii)upon the date of this Agreement, a fully vested 5-year option to purchase 2,880,000 shares of the Company’s common stock at a price of $0.25 per share, pursuant to a Notice of Grant of Stock Option in the form attached hereto as Exhibit “B” and a Stock Option Agreement in the form attached thereto as Exhibit A.

(b)In consideration of the Consultant’s efforts in bringing about a definitive licensing, manufacturing, distribution, purchase order or substantially similar agreement between the Company and Primon or any of its affiliates (the “Primon Agreement”) during the Term or within six months thereafter, the Consultant will receive, regardless of the termination of this Agreement, 2.5% of the royalty payments or other amounts received by the Company from Primon pursuant to the Primon Agreement (collectively, the “Consultant Commissions”), until the Consultant has received $2,500,000 pursuant to this provision, after which the Company shall have no further obligation to pay Consultant Commissions. The Company will be obligated to pay the Consultant Commissions within 30 days of each date on which it receives royalty payments or other amounts from Primon pursuant to the Primon Agreement.

Notwithstanding the foregoing, the Consultant understands and agrees that in no event will the Company be obligated to pay any person or persons more than an aggregate of 10% of the royalty payments or other amounts received by the Company from Primon pursuant to the Primon Agreement (the “10% Threshold”). In the event any third party other than Richard Laton demonstrates a valid claim for royalties or similar payments from the Company resulting from the Primon Agreement which causes the Company’s total obligation to pay commissions in connection therewith to exceed the 10% Threshold, then the Consultant Commissions shall be ratably reduced in an amount equal to 33.33% of the amount exceeding the 10% Threshold. Regardless of any reduction in the Consultant Commissions pursuant to this paragraph, the Consultant may continue to earn the Consultant Commissions at the reduced rate until he has earned the maximum $2,500,000 as provided in the preceding paragraph.

(c)The Company agrees to carry forward the debt incurred to the Consultant in the amount of $144,000 for services rendered during the time the Consultant served as a member of the Board of Advisors, which will be payable at the earlier of September 30, 2010 or the date on which the Company shows on its balance sheet as filed with the SEC at least $1.5 million in working capital and the closing price of its common stock has been at least $1.25 for at least 15 consecutive trading days. For the purpose hereof, “working capital” shall mean the difference between the Company’s total current assets and total current liabilities. The obligation set forth in this Section 3(c) shall survive the termination of this Agreement.

4.Nondisclosure.

4.1Property Belonging to Company. The Consultant agrees that all developments, ideas, devices, improvements, discoveries, apparatus, practices, processes, methods, concepts and products (collectively the “Inventions”) developed by the Consultant from and after the Service Commencement Date until the end of the Term are the exclusive property of the Company and shall belong to the Company. The Consultant agrees to assign the Inventions to the Company, provided, however, notwithstanding the foregoing, the Consultant shall not be required to assign his rights in any invention which the Consultant developed entirely on his own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

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(i)Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or

(ii)Result from any work performed by the Consultant for the Company.

The Consultant understands that he bears the full burden of proving to the Company that an invention qualifies fully under this section 4.1.

4.2Access to Confidential Information. The Consultant agrees that from the Service Commencement Date until the end of the Term, , the Consultant has had and will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Company and is regularly used in the operation of the Company’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company. The Consultant agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way, shall remain the exclusive property of the Company.

4.3No Unfair Use by Consultant. The Consultant promises and agrees that the Consultant (which shall include his employees and contractors) shall not misuse, misappropriate, or disclose in any way to any person or entity any of the Company’s Confidential Information, either directly or indirectly, nor will the Consultant use the Confidential Information in any way or at any time except as required in the course of the Consultant’s business relationship with the Company. The Consultant agrees that the sale or unauthorized use or disclosure of any of the Company’s Confidential Information constitutes unfair competition. The Consultant promises and agrees not to engage in any unfair competition with the Company and will take measures that are appropriate to prevent his employees or contractors from engaging in unfair competition with the Company.

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4.4Further Acts. The Consultant agrees that, at any time during the Term, upon the request of the Company and without further compensation, but at no expense to the Consultant, the Consultant shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain, patent applications and United States and foreign patents on the Company’s inventions, and copyright registrations on the Company’s inventions.

4.5Obligations Survive Agreement. The Consultant’s obligations under this section 4 shall survive the expiration or termination of this Agreement for a period of five (5) years.

5.Termination.

5.1Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of said notice. For purposes of this section, material breaches of this Agreement shall include, but not be limited to, (i) the failure by the Company to pay the compensation set forth in section 3 above; (ii) the willful breach or habitual neglect by the Consultant of the duties which he is required to perform under the terms of this Agreement; (iii) the Consultant’s commission of acts of dishonesty, fraud, or misrepresentation; (iv) the failure by the Consultant to conform to all laws and regulations governing the Consultant’s duties under this Agreement; or (v) the commission by the Consultant of any act that tends to bring the Company into public scandal or which will reflect unfavorably on the reputation of the Company.

5.2Termination on Notice. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party.

5.3Automatic Termination. This Agreement terminates automatically on the occurrence of any of the following events: (i) a filing for bankruptcy by the Company; or (ii) the death or Disability of the Consultant. As used herein, the term “Disability” means the good faith determination of the board of directors of the Company 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 60 consecutive calendar days or any 90 days during the Term, 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 the Consultant and the Company.

5.4Return of Company Property. Upon the termination or expiration of this Agreement, the Consultant shall immediately transfer to the Company all files (including, but not limited to, electronic files), records, documents, drawings, specifications, equipment and similar items in its possession relating to the business of the Company or its Confidential Information (including the work product of the Consultant created pursuant to this Agreement).

6.Status of Consultant.

(a)Independent Contractor Status. Consultant is an independent contractor and not an employee of the Company 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 the Company, or to pledge the Company's credit, or to extend credits in the name of the Company, unless otherwise specifically authorized by the Company’s board of directors.

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(b)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:

(i)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.

(ii)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 or any other benefits. 

(iii)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.

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

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

(vi)Location. During the Term, the Consultant may perform his duties from the Company's offices in Irvine, California, or any other location, at the discretion of the Consultant.

7.Representations by Consultant. The Consultant represents that the Consultant has the qualifications and ability to perform the services in a professional manner, without the advice, control, or supervision of the Company. The Consultant shall indemnify, defend, and hold harmless the Company, and the Company’s officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement.

8.Business Expenses.The Company shall reimburse the Consultant for all reasonable business expenses incurred during the Term (the “Expenses”), with any individual Expense or aggregate Expenses in any 30-day period in excess of $1,000 to be submitted to the Company’s Chief Executive Officer for pre-approval.

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9.Notices. Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called “Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be addressed to the address set forth in the introductory section of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other party.

10.Choice of Law and Venue. This Agreement shall be governed according to the laws of the State of California. Venue for any legal or equitable action between the Company and the Consultant which relates to this Agreement shall be in the state and federal courts located in the City of Los Angeles, CA.

11.Entire Agreement. This Agreement and the attachments and exhibits hereto supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the services to be rendered by the Consultant to the Company and contain all of the covenants and agreements between the parties with respect to the services to be rendered by the Consultant to the Company in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

12.Counterparts. This Agreement may be executed manually or by facsimile signature in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument.

13.Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

14.Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

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15.No Assignment of Rights or Delegation of Duties by Consultant;Company’s Right to Assign. The Consultant’s rights and benefits under this Agreement are personal to it and therefore no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer. The Company may assign its rights and delegate its obligations under this Agreement to any other person or entity.

16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages.

17.Electronically Transmitted Documents. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or email transmission of a “pdf.” file, such facsimile or “pdf.” document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears.

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WHEREFORE, the parties have executed this Agreement on the date first written above.

“CONSULTANT”
/s/ John Foster
John Foster
“COMPANY”
Sionix Corporation
By:	/s/ Richard Papalian
Name:		Richard Papalian
Title:		Chief Executive Officer

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EXHIBIT “A”

DUTIES OF CONSULTANT

Consultant will (i) actively assist in the testing and demonstration of the Company’s water purification product on site at the Villa Park Dam in California; (ii) attend technical meetings, demonstrations and trade shows in support of the Company’s business; (iii) prepare grant applications and white papers as technological and scientific results are confirmed; (iv) act in the best interests of the Company and aid in its day-to-day operations for a minimum of 5 days per month, after which the Company will pay Consultant an hourly rate of $250 per hour.

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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:	John Foster
Grant Date:	December 13, 2007
Vesting Commencement Date:	December 13, 2007
Number of Option Shares:	2,880,000
Expiration Date:	December 13, 2012
Type of Option:	Non-Qualified Stock Option
Exercise Price Per Share:	$0.25
Vesting Schedule:	All of the Option Shares are vested as of the Grant Date.

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. 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: February 21, 2008
	CORPORATION:
	SIONIX CORPORATION
	By:	/s/ Richard Papalian
	Name:		Richard Papalian
	Title:		Chief Executive Officer
	EXECUTIVE:
	/S/ JOHN FOSTER
	JOHN FOSTER

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 February 21, 2008 by and between JOHN FOSTER (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.

WHEREAS, in recognition of the Optionee’s contributions to the Corporation, both as a former member of its board of advisors and as a current member of its board of directors, the Corporation has granted the Optionee an option to purchase shares of its common stock pursuant to the Notice of Grant of Stock Option dated the date hereof (the “Option”).

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.

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 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.

(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 prior to the one year anniversary of 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.

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4.Fully Vested Option. The Option is fully vested and immediately exercisable, subject to the terms 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.Waiver and Acknowledgement. The Optionee hereby waives any and all right he may have to receive stock options pursuant to the letter, dated June 1, 2006, from the Corporation to its board of advisors and agrees that the Option is granted in lieu of any options owing to the Optionee pursuant to such letter. In addition to the Option, the Corporation acknowledges and agrees that it continues to owe the Optionee $144,000, representing the monthly fee earned by the Optionee for services rendered from October 1, 2004 through February 20, 2007, which shall be repaid as provided in Section 3(c) of the Consulting Agreement between the Optionee and the Corporation dated of even date herewith.

7.Corporate Transactions.

(a)In the event of (a) a dissolution or liquidation of the Corporation, (b) a merger or consolidation in which the Corporation is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation or their relative stock holdings), (c) a merger in which the Corporation is the surviving corporation but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest in the Corporation, (d) the sale of substantially all of the assets of the Corporation, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares or the Corporation by tender offer or similar transaction (each, a “Corporate Transaction”), the Corporation shall provide written notice to the Optionee of such Corporate Transaction no less than 15 business days prior to the consummation thereof.

(b)Immediately following the consummation of the Corporate Transaction, 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.

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8.Adjustment in Option Shares. 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.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, 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;

(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

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(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.

(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 Paragraph 3, 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/ Richard Papalian
Name: Richard Papalian
Title: Chief Executive Officer
OPTIONEE:
/S/ JOHN FOSTER
JOHN FOSTER

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EX-10.4

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made as of February 21, 2008 by and between W. RICHARD LATON, an individual whose address is c/o Department of Geological Sciences, 800 N. State College Blvd., MH-208 California State University, Fullerton, Fullerton, CA 92834 (the “Consultant”), and SIONIX CORPORATION, a Nevada corporation whose address is 2082 Michelson Drive, Suite 306, Irvine CA 92612 (the “Company”), in reference to the following:

RECITALS

A.The Company is in the business of developing water purification technology.

B.The Consultant is an engineering hydrogeology professional who has been providing advisory board and consulting services to the Company since October 1, 2004 (the “Service Commencement Date”).

C.The Company wishes to retain the Consultant, and the Consultant wishes to be retained by the Company, to assist the Company in its efforts to develop and market its water purification technology.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

AGREEMENT

1.Term. The Company retains the Consultant and the Consultant accepts this appointment with the Company for a period of 12 months, beginning as of January 1, 2008 and ending on January 1, 2009 unless sooner terminated pursuant to section 5 (the “Term”).

2.Duties of Consultant.The Consultant agrees to perform the consulting services set forth on Exhibit “A” to this Agreement and made a part of it (the “Services”). The Consultant will report to the Company’s Chief Executive Officer but will determine the method, details and means of performing the Services. The Consultant may, at the Consultant’s own expense, use employees or other subcontractors to assist the Consultant with the performance of the Services.

3.Compensation.

(a)The Company shall pay to the Consultant, as compensation for the Services:

(i)upon the Company raising at least $250,000 in gross proceeds from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term, for Services performed from January 1 until June 1, 2008, $10,000 per month payable on the first day of each month during such period; and

(ii)upon the Company raising at least $500,000 in gross proceeds (including the $250,000 referred to in section 3(a)) from an equity financing or series of equity financings occurring on or after December 31, 2007 and before the end of the Term: (i) a one time payment of $30,000 for services performed from October 1, 2007 through December 31, 2007, and (ii) for services performed from July 1 until December 31, 2008, $10,000 per month payable on the first day of each month during such period; and

(iii)upon the date of this Agreement, a fully vested 5-year option to purchase 2,880,000 shares of the Company’s common stock at a price of $0.25 per share, pursuant to a Notice of Grant of Stock Option in the form attached hereto as Exhibit “B” and a Stock Option Agreement in the form attached thereto as Exhibit A.

(b)In consideration of the Consultant’s efforts in bringing about a definitive licensing, manufacturing, distribution, purchase order or substantially similar agreement between the Company and Primon or any of its affiliates (the “Primon Agreement”) during the Term or within six months thereafter, the Consultant will receive, regardless of the termination of this Agreement, 5% of the royalty payments or other amounts received by the Company from Primon pursuant to the Primon Agreement (collectively, the “Consultant Commissions”), until the Consultant has received $5,000,000 pursuant to this provision, after which the Company shall have no further obligation to pay Consultant Commissions. The Company will be obligated to pay the Consultant Commissions within 30 days of each date on which it receives royalty payments or other amounts from Primon pursuant to the Primon Agreement.

Notwithstanding the foregoing, the Consultant understands and agrees that in no event will the Company be obligated to pay any person or persons more than an aggregate of 10% of the royalty payments or other amounts received by the Company from Primon pursuant to the Primon Agreement (the “10% Threshold”). In the event any third party other than Richard Laton demonstrates a valid claim for royalties or similar payments from the Company resulting from the Primon Agreement which causes the Company’s total obligation to pay commissions in connection therewith to exceed the 10% Threshold, then the Consultant Commissions shall be ratably reduced in an amount equal to 66.67% of the amount exceeding the 10% Threshold. Regardless of any reduction in the Consultant Commissions pursuant to this paragraph, the Consultant may continue to earn the Consultant Commissions at the reduced rate until he has earned the maximum $5,000,000 as provided in the preceding paragraph.

(c)The Company agrees to carry forward the debt incurred to the Consultant in the amount of $144,000 for services rendered during the time the Consultant served as a member of the Board of Advisors, which will be payable at the earlier of September 30, 2010 or the date on which the Company shows on its balance sheet as filed with the SEC at least $1.5 million in working capital and the closing price of its common stock has been at least $1.25 for at least 15 consecutive trading days. For the purpose hereof, “working capital” shall mean the difference between the Company’s total current assets and total current liabilities. The obligation set forth in this Section 3(c) shall survive the termination of this Agreement.

4.Nondisclosure.

4.1Property Belonging to Company. The Consultant agrees that all developments, ideas, devices, improvements, discoveries, apparatus, practices, processes, methods, concepts and products (collectively the “Inventions”) developed by the Consultant from and after the Service Commencement Date until the end of the Term are the exclusive property of the Company and shall belong to the Company. The Consultant agrees to assign the Inventions to the Company, provided, however, notwithstanding the foregoing, the Consultant shall not be required to assign his rights in any invention which the Consultant developed entirely on his own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

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(i)Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or

(ii)Result from any work performed by the Consultant for the Company.

The Consultant understands that he bears the full burden of proving to the Company that an invention qualifies fully under this section 4.1.

4.2Access to Confidential Information. The Consultant agrees that from the Service Commencement Date until the end of the Term, , the Consultant has had and will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Company and is regularly used in the operation of the Company’s business. The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company. The Consultant agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way, shall remain the exclusive property of the Company.

4.3No Unfair Use by Consultant. The Consultant promises and agrees that the Consultant (which shall include his employees and contractors) shall not misuse, misappropriate, or disclose in any way to any person or entity any of the Company’s Confidential Information, either directly or indirectly, nor will the Consultant use the Confidential Information in any way or at any time except as required in the course of the Consultant’s business relationship with the Company. The Consultant agrees that the sale or unauthorized use or disclosure of any of the Company’s Confidential Information constitutes unfair competition. The Consultant promises and agrees not to engage in any unfair competition with the Company and will take measures that are appropriate to prevent his employees or contractors from engaging in unfair competition with the Company.

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4.4Further Acts. The Consultant agrees that, at any time during the Term, upon the request of the Company and without further compensation, but at no expense to the Consultant, the Consultant shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain, patent applications and United States and foreign patents on the Company’s inventions, and copyright registrations on the Company’s inventions.

4.5Obligations Survive Agreement. The Consultant’s obligations under this section 4 shall survive the expiration or termination of this Agreement for a period of five (5) years.

5.Termination.

5.1Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of said notice. For purposes of this section, material breaches of this Agreement shall include, but not be limited to, (i) the failure by the Company to pay the compensation set forth in section 3 above; (ii) the willful breach or habitual neglect by the Consultant of the duties which he is required to perform under the terms of this Agreement; (iii) the Consultant’s commission of acts of dishonesty, fraud, or misrepresentation; (iv) the failure by the Consultant to conform to all laws and regulations governing the Consultant’s duties under this Agreement; or (v) the commission by the Consultant of any act that tends to bring the Company into public scandal or which will reflect unfavorably on the reputation of the Company.

5.2Termination on Notice. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party.

5.3Automatic Termination. This Agreement terminates automatically on the occurrence of any of the following events: (i) a filing for bankruptcy by the Company; or (ii) the death or Disability of the Consultant. As used herein, the term “Disability” means the good faith determination of the board of directors of the Company 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 60 consecutive calendar days or any 90 days during the Term, 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 the Consultant and the Company.

5.4Return of Company Property. Upon the termination or expiration of this Agreement, the Consultant shall immediately transfer to the Company all files (including, but not limited to, electronic files), records, documents, drawings, specifications, equipment and similar items in its possession relating to the business of the Company or its Confidential Information (including the work product of the Consultant created pursuant to this Agreement).

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6.Status of Consultant.

(a)Independent Contractor Status. Consultant is an independent contractor and not an employee of the Company 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 the Company, or to pledge the Company's credit, or to extend credits in the name of the Company, unless otherwise specifically authorized by the Company’s board of directors.

(b)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:

(i)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.

(ii)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 or any other benefits. 

(iii)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.

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

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

(vi)Location. During the Term, the Consultant may perform his duties from the Company's offices in Irvine, California, or any other location, at the discretion of the Consultant.

7.Representations by Consultant. The Consultant represents that the Consultant has the qualifications and ability to perform the services in a professional manner, without the advice, control, or supervision of the Company. The Consultant shall indemnify, defend, and hold harmless the Company, and the Company’s officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement.

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8.Business Expenses.The Company shall reimburse the Consultant for all reasonable business expenses incurred during the Term (the “Expenses”), with any individual Expense or aggregate Expenses in any 30-day period in excess of $1,000 to be submitted to the Company’s Chief Executive Officer for pre-approval.

9.Notices. Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called “Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be addressed to the address set forth in the introductory section of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other party.

10.Choice of Law and Venue. This Agreement shall be governed according to the laws of the State of California. Venue for any legal or equitable action between the Company and the Consultant which relates to this Agreement shall be in the state and federal courts located in the City of Los Angeles, CA.

11.Entire Agreement. This Agreement and the attachments and exhibits hereto supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the services to be rendered by the Consultant to the Company and contain all of the covenants and agreements between the parties with respect to the services to be rendered by the Consultant to the Company in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

12.Counterparts. This Agreement may be executed manually or by facsimile signature in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument.

13.Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

14.Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

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15.No Assignment of Rights or Delegation of Duties by Consultant;Company’s Right to Assign. The Consultant’s rights and benefits under this Agreement are personal to it and therefore no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer. The Company may assign its rights and delegate its obligations under this Agreement to any other person or entity.

16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages.

17.Electronically Transmitted Documents. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or email transmission of a “pdf.” file, such facsimile or “pdf.” document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears.

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WHEREFORE, the parties have executed this Agreement on the date first written above.

“CONSULTANT”
/s/ W. Richard Laton
W. Richard Laton
“COMPANY”
Sionix Corporation
By:	/s/ Richard Papalian
Name: Richard Papalian
Title: Chief Executive Officer

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EXHIBIT “A”

DUTIES OF CONSULTANT

Consultant will (i) actively assist in the testing and demonstration of the Company’s water purification product on site at the Villa Park Dam in California; (ii) attend technical meetings, demonstrations and trade shows in support of the Company’s business; (iii) prepare grant applications and white papers as technological and scientific results are confirmed; (iv) act in the best interests of the Company and aid in its day-to-day operations for a minimum of 5 days per month, after which the Company will pay Consultant an hourly rate of $250 per hour.

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EX-10.5

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 Laton
Grant Date:	December 13, 2007
Vesting Commencement Date:	December 13, 2007
Number of Option Shares:	2,880,000
Expiration Date:	December 13, 2013
Type of Option:	Non-Qualified Stock Option
Exercise Price Per Share:	$0.25
Vesting Schedule:	All of the Option Shares are vested as of the Grant Date.

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. 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: February 21, 2008
	CORPORATION:
	SIONIX CORPORATION
	By:	/s/ Richard Papalian
	Name:		Richard Papalian
	Title:		Chief Executive Officer
	EXECUTIVE:
	/S/ RICHARD LATON
	RICHARD LATON

ATTACHMENTS

Exhibit A – Stock Option Agreement

EXHIBIT A

STOCK OPTION AGREEMENT

EX-10.6

 

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of February 21, 2008 by and between RICHARD LATON (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.

WHEREAS, in recognition of the Optionee’s contributions to the Corporation, both as a former member of its board of advisors and as a current member of its board of directors, the Corporation has granted the Optionee an option to purchase shares of its common stock pursuant to the Notice of Grant of Stock Option dated the date hereof (the “Option”).

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.

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 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.

(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 prior to the one year anniversary of 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.Fully Vested Option. The Option is fully vested and immediately exercisable, subject to the terms 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.Waiver and Acknowledgement. The Optionee hereby waives any and all right he may have to receive stock options pursuant to the letter, dated June 1, 2006, from the Corporation to its board of advisors and agrees that the Option is granted in lieu of any options owing to the Optionee pursuant to such letter. In addition to the Option, the Corporation acknowledges and agrees that it continues to owe the Optionee $144,000, representing the monthly fee earned by the Optionee for services rendered from October 1, 2004 through February 20, 2007, which shall be repaid as provided in Section 3(c) of the Consulting Agreement between the Optionee and the Corporation dated of even date herewith.

7.Corporate Transactions.

(a)In the event of (a) a dissolution or liquidation of the Corporation, (b) a merger or consolidation in which the Corporation is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation or their relative stock holdings), (c) a merger in which the Corporation is the surviving corporation but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest in the Corporation, (d) the sale of substantially all of the assets of the Corporation, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares or the Corporation by tender offer or similar transaction (each, a “Corporate Transaction”), the Corporation shall provide written notice to the Optionee of such Corporate Transaction no less than 15 business days prior to the consummation thereof.

(b)Immediately following the consummation of the Corporate Transaction, 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.

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8.Adjustment in Option Shares. 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.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, 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;

(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.

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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.

(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 Paragraph 3, 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/ Richard Papalian
Name:		Richard Papalian
Title:		Chief Executive Officer
OPTIONEE:
/S/ RICHARD LATON
RICHARD LATON

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