EXHIBIT
10.40




NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
  
  sionix
corporation
  Convertible
Debenture
    Principal Amount:
  
  U.S.
$_______________________
  Issuance Date:  December ___,
      2009
              Maturity Date: May ___,
  2011
 
 
 PURCHASER:
 
 [Please
print] __________________________________
 
  FOR VALUE RECEIVED, Sionix
Corporation, a Nevada corporation (the "Company"), hereby promises to
pay to the above-referenced purchaser or its registered assigns ("Holder") the amount set out
above as the Principal Amount (the "Principal") when due, whether
upon the Maturity Date written above or such earlier date as this Debenture is
required or permitted to be repaid as provided hereunder.  This
Convertible Debenture (including all Convertible Debentures issued in exchange,
transfer or replacement hereof, this "Debenture") is one of an issue
of Convertible Debentures issued pursuant to the Securities Purchase Agreement
(as defined below) on the Closing Date (collectively, the "Debentures" and such other
Convertible Debentures, the "Other Debentures").  Certain
capitalized terms used herein are defined in Section 15 hereof.
  (1)  INTEREST. Simple
interest shall accrue at a rate of ten percent (10%) per annum on the
outstanding Principal of this Debenture. All interest shall be due and payable
on the Maturity Date. At the Company’s election, interest can be converted into
Common Stock (as defined below) in accordance with Section 2.
  (2)  CONVERSION OF
DEBENTURES.  This Debenture shall be convertible into shares of
the Company's common stock, par value $0.001 per share (the "Common Stock"), on the terms
and conditions set forth in this Section 2.
  (a)  Conversion.  From
and after the Stockholder Approval Date, the outstanding and unpaid Principal
and accrued interest under this Debenture (the “Conversion Amount”) shall be
convertible into fully paid and nonassessable shares of Common Stock in
accordance with Section 2(c), at the Conversion Rate (as defined
below).  The Company shall not issue any fraction of a share of Common
Stock upon any conversion.  If the issuance would result in the
issuance of a fraction of a share of Common Stock, the Company shall round
such
   
  (b)  fraction
of a share of Common Stock up to the nearest whole share.  The Company
shall pay any and all taxes that may be payable with respect to the issuance and
delivery of Common Stock upon conversion; provided that the
Company shall not be required to pay any tax that may be payable in respect of
any issuance of Common Stock to any Person other than the converting Holder or
with respect to any income tax due by the Holder with respect to such Common
Stock.  Notwithstanding anything to the contrary set forth herein,
this Debenture shall not be convertible prior to the Stockholder Approval
Date.
  (c)  Conversion Rate and
Price.
  (i)  The
number of shares of Common Stock issuable upon conversion pursuant to Section
2(a) shall be determined by dividing (x) such Conversion Amount by (y) the
Conversion Price (the "Conversion
Rate").
  (ii)  "Conversion Price" means, as of
any Conversion Date (as defined below) or other date of determination, $0.15,
subject to adjustment as provided herein.
  (d)  Mechanics of
Conversion.
  (i)  Delivery of
Debenture.  To convert any Conversion Amount into shares of
Common Stock, the Holder shall surrender this original Debenture along with an
executed conversion notice in the form attached hereto (the “Conversion Notice”) to an
overnight courier for delivery to the Company (or an affidavit of lost Debenture
and indemnification undertaking with respect to this Debenture in the case of
its loss, theft or destruction).  The date that the Company receives
the original Debenture and executed Conversion Notice is referred to herein as
the “Conversion Date”.
On or before the fifth (5th)
Business Day following the Conversion Date (the "Share Delivery Date"), the Company shall (X)
provided that the Company’s transfer agent (the “Transfer Agent”) is
participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common
Stock to which the Holder shall be entitled to the Holder's or its designee's
balance account with DTC through its Deposit Withdrawal Agent Commission system
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver to the address as specified in
the Conversion Notice, a certificate, registered in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder shall
be entitled.  The Person or Persons entitled to receive the shares of
Common Stock issuable upon a conversion of this Debenture shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
the Conversion Date.
  (ii)  Adjustment of Conversion
Price.  If the Company at any time on or after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision will be proportionately reduced.  If the Company at
any time on or after the Issuance Date combines (by combination, reverse stock
split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately
increased.
  (iii)  Registration;
Book-Entry.  The Company shall maintain a register (the "Register") for the recordation
of the names and addresses of the holders of each Debenture and the principal
amount of the Debenture held by each holder (the "Registered
Debenture").  The entries in the Register shall be conclusive
and binding for all purposes absent manifest error.  The Company and
the holders of the Debentures shall treat each Person whose name is recorded in
the Register as the owner of a Debenture for all purposes, including, without
limitation, the right to receive payments of principal and interest hereunder,
notwithstanding notice to the contrary.  A Registered Debenture may be
assigned or sold in whole, but not in part, only by registration of such
assignment or sale on the Register.  Upon its receipt of a request to
assign or sell all of any Registered Debenture by a Holder, the Company shall
record the information contained therein in the Register and issue one or more
new Registered Debentures in the same aggregate principal amount as the
principal amount of the surrendered Registered Debenture to the designated
assignee or transferee pursuant to Sections 7 and 8.
   
  (iv)  RESERVATION OF AUTHORIZED
SHARES.  Following the Stockholder Approval Date, so long as
any of the Debentures are outstanding, the Company shall take all action
necessary to reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the
Debentures, 100% of the number of shares of Common Stock as shall from time to
time be necessary to effect the conversion of all of the Debentures then
outstanding; provided that at no time shall the number of shares of Common Stock
so reserved be less than the number of shares required to be reserved by the
previous sentence (without regard to any limitations on conversions) (the "Required Reserve
Amount").
  (3)  EVENT OF
DEFAULT
  (a)  Each of
the following events shall constitute an "Event of
Default":
  (i)  the
Company's failure to issue the Conversion Shares within ten (10) business days
after the Conversion Date, it being understood and agreed that the Conversion
Date may not precede the Stockholder Approval Date;
  (ii)  the
Company, pursuant to or within the meaning of Title 11, U.S. Code, or any
similar Federal, foreign or state law for the relief of debtors (collectively,
"Bankruptcy Law"), (A)
commences a voluntary case, (B) consents to the entry of an order for relief
against it in an involuntary case, (C) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar official (a "Custodian"), (D) makes a
general assignment for the benefit of its creditors or (E) admits in writing
that it is generally unable to pay its debts as they become due;
  (iii)  a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that (A) is for relief against the Company in an involuntary case, (B) appoints
a Custodian of the Company or (C) orders the liquidation of the Company;
or
  (iv)  the
Company fails to pay the outstanding Principal and accrued interest on or before
the Maturity Date.
  (b)           Rights Upon Event of
Default.  At any time after the Holder becoming aware of a
Event of Default, the Holder may require the Company to accelerate payment of
the then outstanding and unpaid Principal (the “Default Amount”) under this
Debenture by delivering written notice thereof (the "Event of Default Notice") to
the Company, which Event of Default Notice shall indicate the manner of
acceleration the Holder is electing. At the election of the Holder, the Default
Amount shall become immediately due and payable in cash, provided however, the
Holder may request payment of the Default Amount in Common Stock if the Event of
Default Notice is delivered after the Stockholder Approval Date.  The
Company shall deliver the applicable Default Amount to the Holder within ten
(10) Business Days after the Company's receipt of the Holder's Event of Default
Notice.
  (4)  VOTING
RIGHTS.  The Holder shall have no voting rights as the holder
of this Debenture, except as required by law and as expressly provided in this
Debenture.
  (5)  TRANSFER.  This
Debenture may be offered, sold, assigned or transferred by the Holder in whole
only, subject to Section 2(f) of the Securities Purchase Agreement.
  (6)  REISSUANCE OF THIS
DEBENTURE.
  (a)  Transfer.  If
this Debenture is to be transferred, the Holder shall surrender this original
Debenture to the Company, whereupon the Company will forthwith issue and deliver
upon the order of the Holder a new Debenture (in accordance with Section 8(c)),
registered as the Holder may request, representing the outstanding Principal
being transferred by the Holder.
   
  (b)  Lost, Stolen or Mutilated
Debenture.  Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Debenture (including, without limitation, an affidavit of lost Debenture),
and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of
mutilation, upon surrender and cancellation of this Debenture, the Company shall
execute and deliver to the Holder a new Debenture (in accordance with Section
8(c)) representing the outstanding Principal.
  (c)  Issuance of New
Debentures.  Whenever the Company is required to issue a new
Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall
be of like tenor with this Debenture, (ii) shall represent, as indicated on the
face of such new Debenture, the Principal remaining outstanding, (iii) shall
have an issuance date, as indicated on the face of such new Debenture, which is
the same as the Issuance Date of this Debenture, and (iv) shall have the same
rights and conditions as this Debenture.
  (7)  PAYMENT OF COLLECTION,
ENFORCEMENT AND OTHER COSTS.  If (a) this Debenture is placed
in the hands of an attorney for collection or enforcement or is collected or
enforced through any legal proceeding or the Holder otherwise takes action to
collect amounts due under this Debenture or to enforce the provisions of this
Debenture or (b) there occurs any bankruptcy, reorganization, receivership of
the Company or other proceedings affecting Company creditors' rights and
involving a claim under this Debenture, then the Company shall pay the costs
incurred by the Holder for such collection, enforcement or action or in
connection with such bankruptcy, reorganization, receivership or other
proceeding, including, but not limited to, financial advisory fees and
attorneys' fees and disbursements.
  (8)  CONSTRUCTION;
HEADINGS.  This Debenture shall be deemed to be jointly drafted
by the Company and all the Purchasers and shall not be construed against any
person as the drafter hereof.  The headings of this Debenture are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Debenture.
  (9)  FAILURE OR INDULGENCE NOT
WAIVER.  No failure or delay on the part of the Holder in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.
  (10)  NOTICES;
PAYMENTS.
  (a)  Notices.  Whenever
notice is required to be given under this Debenture, unless otherwise provided
herein, such notice shall be given in accordance with Section 9(f) of the
Securities Purchase Agreement.
  (b)  Payments.  Whenever
any payment of cash is to be made by the Company to any Person pursuant to this
Debenture, such payment shall be made in lawful money of the United States of
America by a check drawn on the account of the Company and sent via overnight
courier service to such Person at such address as previously provided to the
Company in writing (which address, in the case of each of the Purchasers, shall
initially be as set forth on the Schedule of Buyers attached to the Securities
Purchase Agreement); provided that the Holder may elect to receive a payment of
cash via wire transfer of immediately available funds by providing the Company
with prior written notice setting out such request and the Holder's wire
transfer instructions.  Whenever any amount expressed to be due by the
terms of this Debenture is due on any day which is not a Business Day, the same
shall instead be due on the next succeeding day which is a Business
Day.
  (c)  Prepayment.  The
Company may prepay, without penalty or premium, all outstanding Principal and
interest accrued on this Debenture at any time following the 20th
Business Day following the Stockholder Approval Date (assuming such date is
prior to the Maturity Date). If the Company elects to prepay the Note, the
Company shall send the Holder written notice of its intent to prepay the Note
(the “Prepayment
Notice”). The Holder shall have five Business Days from receipt of the
Prepayment Notice to convert the Note in accordance with Section 2.
   
  (d)  CANCELLATION.  After
all Principal and accrued interest owed on this Debenture has been paid in full
or converted, this original Debenture shall automatically be deemed canceled,
shall be surrendered to the Company for cancellation and shall not be
reissued.
  (11)  GOVERNING LAW;JURISDICTION; SEVERABILITY;
JURY TRIAL.  This Debenture shall be construed and enforced in
accor­dance with, and all questions concerning the construction, validity,
interpretation and performance of this Debenture shall be governed by, the
internal laws of the State of California, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of California or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of California.  The parties hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in The City of Los Angeles, California for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by
law.  In the event that any provision of this Debenture is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law.  Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of this Debenture.
  (12)  CERTAIN
DEFINITIONS.  For purposes of this Debenture, the following
terms shall have the following meanings:
  (a)  “Stockholder Approval Date”
has the meaning ascribed to such term in the Securities Purchase
Agreement.
  (b)  "Business Day" means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York, New York are authorized or required by law to remain
closed.
  (c)  "Closing Date" shall have the
meaning set forth in the Securities Purchase Agreement, which date is the date
the Company initially issued Debentures pursuant to the terms of the Securities
Purchase Agreement.
  (d)  “Conversion Shares” has the
meaning ascribed to such term in the Securities Purchase Agreement.
  (e)  "Person" means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.
  (f)  "OTCBB" means the
Over-The-Counter Bulletin Board.
  (g)  "Securities Purchase Agreement"
means that certain securities purchase agreement dated as of November __, 2009
by and among the Company and the initial holders of the Debentures pursuant to
which the Company issued the Debentures.
  
  [Signature
Page Follows]
   
  IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed as of
the Issuance Date set out above.
  
 SIONIX
      CORPORATIONBy:  _____________________Name:
      Rodney AndersonTitle:   CEO