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): October 23, 2008

SIONIX CORPORATION

(Exact name of Company as specified in Charter)

Nevada	002-95626-D	87-0428526
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

2082 Michelson Drive, Suite 306

Irvine, California 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 Company 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(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On October 14, 2008, we entered into an agreement with RJ Metal Co., a company controlled by one of our directors, Rodney Anderson, to purchase equipment valued at $125,000 in consideration of an aggregate of 833,334 shares of our common stock. This agreement supersedes and replaces a prior agreement we had to acquire RJ Metal Co., which was never consummated. The foregoing discussion is qualified in its entirety by reference to the agreement with RJ Metal Co. to purchase equipment, which is attached as an exhibit to this Current Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 15, 2008, our board of directors appointed Rodney Anderson, one of our directors, as our Interim Chief Financial Officer, replacing Marc Woods. Mr. Woods continues to serve as a director.

There is no arrangement between Mr. Anderson and any other person pursuant to which he was selected as Interim Chief Financial Officer. There is no family relationship between Mr. Anderson and any of our directors, executive officers or director and officer nominees.

Mr. Anderson, age 81, has been our supervisor of Manufacturing & Distribution since November 1, 2007, and has served as one of our directors since 1999. From 1982 to 2007, Mr. Anderson was President and a principal shareholder of RJ Metal Co., a manufacturer of hardware supplying the U.S. defense industry and Sionix. At RJ Metal Co., Mr. Anderson was responsible for accounting and financial reporting functions, in addition to his executive duties.

There was no transaction since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years, and in which Mr. Anderson had or will have a direct or indirect material interest, except as follows: on October 14, 2008, we entered into an agreement to purchase equipment from RJ Metal Co., a company of which Mr. Anderson served as President from 1982 to 2007 and of which he is a principal shareholder. According to the agreement, we purchased $125,000 of equipment from RJ Metal Co. in consideration of 833,334 shares of our restricted common stock, of which Mr. Anderson received 300,000 shares.

Mr. Anderson is not currently party to any material plan, contract or arrangement with us, other than a Stock Option Agreement pursuant to which Mr. Anderson has a five-year fully vested option, expiring December 13, 2012, to purchase 1,000,000 shares of our common stock at an exercise price of $0.25 per share. Pursuant to the Stock Option Agreement, Mr. Anderson has agreed not to resell any shares of common stock acquired upon exercise of his option prior to December 13, 2008. The foregoing description is qualified in its entirety by reference to the Notice of Grant of Stock Option and Stock Option Agreement with Mr. Anderson that are attached as exhibits to this Current Report.

On October 13, 2008, we received the resignation of Dr. John H. Foster, PhD. as Chairman of the board of directors and a director. Dr. Foster’s resignation was not as a result of a disagreement with us on any matter relating to our operations, policies or practices.

Also on October 13, 2008, we received the resignation of David Ross as a director. Mr. Ross’ resignation was not as a result of a disagreement with us on any matter relating to our operations, policies or practices.

Pursuant to a Notice of Grant of Stock Option and a Stock Option Agreement executed on October 8, 2008 (collectively, the “Ross Option Agreement”), we granted to Mr. Ross a 5-year fully vested option to purchase 2,880,000 shares of common stock at an exercise price of $0.25 per share. Pursuant to the Ross Option Agreement, Mr. Ross has agreed to not resell any shares of common stock acquired upon exercise of his option prior to December 13, 2008.

Pursuant to the Ross Option Agreement, the Registrant acknowledged and agreed that it continues to owe Mr. Ross $144,000, representing the monthly fee earned by Mr. Ross for services rendered as a member of the Registrant’s board of advisors from October 1, 2004 through February 20, 2007.

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

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Exhibits

10.1	Agreement with RJ Metal Co. - Purchase of Equipment
10.2	Ross Notice of Grant of Stock Option
10.3	Ross Stock Option Agreement
10.4	Anderson Notice of Grant of Stock Option
10.5	Anderson Stock Option Agreement

SIGNATURES

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

Dated: October 23, 2008

SIONIX CORPORATION
By:	/s/ James Houtz
	James Houtz, Chief Executive Officer

EX-10.1

SIONIX CORPORATION

2082 Michelson Dr., Suite 306

Irvine, Ca. 92612

October 14, 2008

R.J. Metal Co.

18032 Lemon Dr. (PMB 137)

Yorba Linda, Ca. 92886

Re: Purchase of Equipment

Gentlemen:

This letter serves as the agreement of Sionix Corporation (“Sionix”) to pay for R.J. Metal Co. (“R.J. Metal”) invoice #0154, relating to the sale of all machinery and tooling listed on Schedule I attached to this letter (the “Equipment”), for a price of U.S. $125,000, payable in restricted common stock of Sionix, at a price of $0.15 per share.

Accordingly, R.J. Metal hereby conveys to Sionix possession and all right, title and interest in and to the Equipment, in consideration of Sionix’ issuance to the individuals named below (each, a “Recipient”, collectively, the “Recipients”) the number of shares of common stock of Sionix set forth opposite each of their names (collectively, the “Shares”):

Joseph Anderson	325,000 shares
Rodney Anderson	300,000 shares
Robert Hanson	208,334 shares
Total:	833,334 shares

Each Recipient acknowledges and agrees as follows:

The Shares have not been registered under the Securities Act of 1933 (the “Act”) and are being issued to the Recipient in reliance upon the exemption from such registration provided by Section 4(2) of the Act for transactions by an issuer not involving any public offering. The Recipient hereby confirms that the Recipient has been informed that the Shares are restricted securities under the Act and may not be resold or transferred unless the Shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Recipient hereby acknowledges that the Recipient is prepared to hold the Shares for an indefinite period and that the Recipient is aware that Rule 144 promulgated under the Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Shares from the registration requirements of the Act.

The stock certificates for the Shares shall be endorsed with substantially the following restrictive legends:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, or (b)an opinion of counsel ofSionix that registration under such Act is not required with respect to such sale or offer.”

Each recipient represents and warrants to Sionix as follows:

(a)The Recipient has adequate means of providing for his current financial needs and possible contingencies, and has no present need, and anticipates no need in the foreseeable future, to sell any Shares. The Recipient is able to bear the economic risk of acquiring his portion of the Shares, and consequently, without limiting the generality of the foregoing, the Recipient is (a) able to hold his portion of the Shares for an indefinite period of time, and (b) has a sufficient net worth to sustain a loss of the Recipient’s entire investment in his portion of the Shares.

(b)The Recipient has a preexisting personal or business relationship with Sionix or one or more of its officers, directors or controlling persons, or by reason of the Recipient’s business or financial experience or the business or financial experience of his professional advisors who are unaffiliated with and who are not compensated by Sionix or any affiliate or selling agent of Sionix, directly or indirectly, could be reasonably assumed to have the capacity to protect his own interests in connection with his acquisition of the Shares.

(c)The Recipient confirms that acquisition of the Shares was not offered to the Recipient by any means of general solicitation or general advertising.

(d)The Recipient is acquiring his portion of the Shares for his own account, for investment purposes only, and not with a view to the resale or other distribution thereof, in whole or in part, except in accordance with the Act.

(e)The Recipient has received and reviewed copies of Sionix’ (i) Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007, including without limitation the section entitled Risk Factors contained therein; (ii) Quarterly Reports on Form 10-QSB and 10-Q for the quarters ended December 31, 2007 and March 31, 2008, respectively; and (iii) Current Reports on Form 8-K filed with the SEC since March 31, 2008, including, without limitation, Current Reports (and any amendments thereto) describing the pending restatement of the Company’s financial statements for the fiscal year ended September 30, 2007 and the quarters ended December 31, 2007 and March 31, 2008, all of which are available for review on the SEC’s website at www.sec.gov.

[SIGNATURES FOLLOW]

This agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements with respect such subject matter. This agreement may be executed in counterparts, each of which when taken together shall constitute a single binding agreement. This agreement shall be governed by the laws of the State of California, and venue for any legal action arising out of this agreement shall be in the state or federal courts sitting in the City of Los Angeles, California.

Kind regards,

James Houtz

Chief Executive Officer

ACKNOWLEDGED AND AGREED:

R.J. Metal Co.

By:

Name:

Title:

Joseph M. Anderson

Rodney L. Anderson

Robert A. Hanson

SCHEDULE I

RJ Metal Complete Inventory

Equipment & Tools & Cabinets	$	105,925.00
Lathe Tools Carbide Holders	$	1,780.00
End Mills	$	8,860.00
Fly Cutters	$	750.00
Collets & Holders	$	3,800.00
Specialty Reamers	$	1,010.00
Deming Drills	$	727.00
Long Drills	$	2,379.00
Grand Total	$	125,231.00

RJ Metal Products

Equipment & Tools & Cabinets

1. Kondia Power Mill	$	4,500.00
2. Supermax-Mill	$	7,200.00
3. Engine Lathe 30”x6’	$	12,500.00
4. 35 Ton Punch Press	$	4,500.00
5. P1-2 Gorton Engraver	$	2,000.00
6. Deckel Pentagraph (GK21)	$	5,500.00
7. Glass Bead Sand Blaster	$	500.00
8. 12” Cutoff Saw	$	1,400.00
9. BridgePort#2	$	11,000.00
10. Max Drill Press	$	300.00
11. Rockwell Drill Press	$	250.00
12. 16” Abror Press	$	350.00
13. Rofer Whitney Station Punch	$	1,000.00
14. 15” Rotary Table	$	500.00
15. Tri-Arc(160)Meg Welder	$	800.00
16. Hobart Porta Wire Meg Welder	$	2,000.00
17. Miller Watermate Chiller (1A)	$	2,000.00
18. Cobra Matic Meg Welder	$	2,500.00
19. Hobart Porta-Wire Meg Welder	$	1,500.00
20. Surface Grinder 12”	$	2,200.00
21. Mojave 4’x8’x10” Surface Plate	$	2,500.00
22. Standridge 3’x4’x10” Surface Plate	$	900.00
23. 24”x18”x3” Surface Plate	$	400.00
24. Amer Brown 12” Cold Saw	$	2,500.00
25. Dbl. Wheel Pedestal Tool Grinder	$	250.00
26. 42” x 1” Belt Sander	$	100.00
27. End Mill Grinder	$	100.00
28. Deckel Tool Grinder	$	2,450.00
29. Combo (12” Disk) (6x48” Belt) Grinder	$	100.00
30. Engraving Number Set Cabinet	$	500.00
31. Shop Vacs $40.0ea x 2 =	$	80.00
32. Large Mill Vices $350.00ea x 4 =	$	1,500.00
33. 360 degree Swivel Vice	$	350.00
34. 360 degree Swivel / Angel/ vise	$	400.00
35. Precision Dividing Head	$	400.00

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:	David Ross
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: September 2, 2008

CORPORATION:
SIONIX CORPORATION
By:	_________________________________
Name:	Marc Woods
Title:	Chief Financial Officer
OPTIONEE:
__________________________________
DAVID ROSS

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 September 2, 2008 by and between DAVID ROSS (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.

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.

2

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.

3

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]

4

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

CORPORATION:

SIONIX CORPORATION

By: _________________________________

Name: Marc Woods

Title: Chief Financial Officer

OPTIONEE:

_________________________________

DAVID ROSS

5

EX-10.4

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:	Rodney Anderson
Grant Date:	December 13, 2007
Vesting Commencement Date:	December 13, 2007
Number of Option Shares:	1,000,000 (the “Option Shares”)
Expiration Date:	December 13, 2013
Type of Option:	Non-Qualified Stock Option
Exercise Price Per Share:	$0.25 (the “Exercise Price”)
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: July 22, 2008

CORPORATION:

SIONIX CORPORATION

By:

Name:   Richard H. Papalian

Title:     Chief Executive Officer

EXECUTIVE:

RODNEY ANDERSON

ATTACHMENTS

Exhibit A – Stock Option Agreement

EXHIBIT A

STOCK OPTION AGREEMENT

EX-10.5

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of July 22, 2008 by and between RODNEY ANDERSON (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, on December 13, 2007 the Corporation 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”).

WHEREAS, the Optionee and the Corporation wish to memorialize in writing the terms and conditions applicable to the Option, as provided herein and in the Grant Notice.

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.[Intentionally Omitted]

7.Corporate Transactions.

(a)In the event of (i) a dissolution or liquidation of the Corporation, (ii) 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), (iii) 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, (iv) the sale of substantially all of the assets of the Corporation, or (v) 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 (a) the total number and/or class of securities subject to this option and (b) 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.

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.

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(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:

Name: Richard H. Papalian

Title: Chief Executive Officer

OPTIONEE:

RODNEY ANDERSON

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