**SECURITIES
      PURCHASE AGREEMENT**





**SECURITIES
      PURCHASE AGREEMENT** (the
“ Agreement ”),
      dated
      as of June 18, 2007, among SIONIX CORPORATION, a corporation organized under
      the
      laws of the State of Nevada (“ Sionix ”),
      and **[investors
      to be identified by Southridge Investment Group, LLC]** (collectively,
      “ Purchaser ”).





**WHEREAS** ,
      Purchaser and Sionix are executing and delivering this Agreement in reliance
      upon the exemption from securities registration afforded by Section 4(2) of
      the
      Securities Act of 1933, as amended (the “ 1933
      Act ”);





**WHEREAS** ,
      Purchaser desires to purchase, and Sionix desires to issue, upon the terms
      and
      conditions set forth in this Agreement, a subordinated convertible debenture
      and
      a common stock warrant of Sionix in consideration for the payment by Purchaser
      to Sionix of up to **[one
      million dollars ($1,000,000.00)]** in cash;
      and





**NOW
      THEREFORE** ,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:


****


**1.**   **PURCHASE
        AND SALE OF SUBORDINATED CONVERTIBLE
        DEBENTURE.**





a.   Purchase
      of Subordinated Convertible Debenture .
      On the
      Closing Date (as defined below), Sionix shall issue and deliver to Purchaser,
      and Purchaser agrees to purchase from Sionix, (i) a duly executed 8%
      subordinated convertible debenture in the principal amount of up to **[one
      million dollars ($1,000,000)]** (the
“ Debenture ”)
      and
      (ii) a stock warrant to purchase __________ **[insert
      number for 50% warrant coverage]** shares
      of Sionix common stock (the “ Warrant ”)
      in
      consideration for $ **[1,000,000.00]** cash
      (the “ Purchase
      Price ”).





b.   Closing
      Date .
      Subject
      to the satisfaction (or waiver) of the conditions thereto set forth in Section
      5
      and Section 6 below, the date and time of the sale of the Debenture pursuant
      to
      this Agreement (the “ Closing
      Date ”)
      shall
      be 12:00 noon New York City Time on June 18, 2007 or such other mutually agreed
      upon time. The closing of the transactions contemplated by this Agreement (the
      “ Closing ”)
      shall
      occur on the Closing Date at such location as may be agreed to by the
      parties.





c.   Form
      of Payment .
      On the
      Closing Date, (i) Purchaser shall pay the Purchase Price in United States
      dollars by wire transfer of immediately available funds to an account designated
      in writing by Sionix for such purpose, against delivery of the Debenture and
      the
      Warrant, and (ii) Sionix shall deliver to Purchaser the Debenture and Warrant
      duly executed on behalf of Sionix, against delivery of the Purchase
      Price.


****


**2.**   **PURCHASER’S
        REPRESENTATIONS AND WARRANTIES** **.** Purchaser represents and warrants to Sionix
        that:




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a.   Accredited
      Purchaser; Investment Purpose .
      Purchaser represents that it is an “Accredited Investor” as defined in
      Regulation D under the 1933 Act. Purchaser is purchasing the Debenture for
      its
      own account for investment purposes only and not with a view toward, or for
      resale in connection with, the public sale or distribution thereof, except
      pursuant to sales registered or exempted under the 1993 Act and applicable
      state
      securities laws; provided , however ,
      that by
      making the representations herein, Purchaser does not agree to hold the
      Debenture for any minimum or other specific term and reserves the right to
      dispose of the Debenture at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act and applicable state
      securities laws.





b.   Reliance
      on Exemptions .
      Purchaser understands that the Debenture is being offered and sold to it in
      reliance upon specific exemptions from the registration requirements of United
      States federal and state securities laws and that Sionix is relying upon the
      truth and accuracy of, and Purchaser’s compliance with, the representations,
      warranties, agreements, acknowledgments and understandings of Purchaser set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Purchaser to acquire the Debenture.





c.   Information .
      Purchaser and its advisors, if any, have been furnished with materials relating
      to the business, finances and operations of Sionix and materials relating to
      the
      offer and sale of the Debenture which have been requested by Purchaser or its
      advisors. Neither such inquiries nor any other due diligence investigation
      conducted by Purchaser or any of its advisors or representatives shall modify,
      amend or affect Purchaser’s right to rely on Sino’s representations and
      warranties contained in Section 3 below. Purchaser understands that its
      investment in the Debenture involves a significant degree of risk.





d.    Governmental
      Review .
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Debenture.





e.   Transfer
      or Resale .
      Purchaser understands that (i) the sale or resale of the Debenture and the
      Warrant and any underlying conversion shares of common stock has not been and
      is
      not being registered under the 1933 Act or any applicable state securities
      laws,
      and the Debenture and the Warrant may not be transferred unless (a) the
      Debenture, the Warrant and the common stock, par value $0.001 per share, of
      Sionix, issuable upon conversion of the Debenture (the “ Conversion
      Shares ”)
      and
      upon exercise of the Warrant (the “ Warrant
      Shares ”)
      are
      sold pursuant to an effective registration statement under the 1933 Act, (b)
      the
      Debenture, the Warrant, the Conversion Shares and the Warrant Shares are sold
      or
      transferred pursuant to an exemption from such registration, (c) the Debenture,
      the Warrant, the Conversion Shares and the Warrant Shares are sold or
      transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933
      Act (or a successor rule) (“ Rule
      144 ”))
      of
      Purchaser who agrees to sell or otherwise transfer the Debenture or the Warrant
      only in accordance with this Section 2(e) and who is an Accredited Investor,
      or
      (d) the Debenture, the Warrant, the Conversion Shares and the Warrant Shares
      are
      sold pursuant to Rule 144, if such Rule is available; (ii) any sale of such
      Debenture, Warrant, Conversion Shares and Warrant Shares made in reliance on
      Rule 144 may be made only in accordance with the terms of said Rule and further,
      if said Rule is not applicable, any resale of such Debenture, Warrant,
      Conversion Shares and Warrant Shares under circumstances in which the seller
      (or
      the person through whom the sale is made) may be deemed to be an underwriter
      (as
      that term is defined in the 1933 Act) may require compliance with some other
      exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
      and (iii) neither Sionix nor any other person is under any obligation to comply
      with the terms and conditions of any exemption under the 1933 Act.




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f.   Legends .
      Purchaser understands that the Debenture, the Warrant, the Conversion Shares
      and
      the Warrant Shares shall bear a restrictive legend in the following
      form:





“NEITHER
      THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN
      REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED
      OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR
      EXEMPTION OR SAFE HARBOR THEREFROM.”





g.   Authorization;
      Enforcement .
      This
      Agreement has been duly and validly authorized by Purchaser. This Agreement
      has
      been duly executed and delivered on behalf of Purchaser, and this Agreement
      constitutes a valid and binding agreement of Purchaser enforceable in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally, the enforcement of creditors’ rights and
      remedies or by other equitable principles of general application.





h.   No
      Brokers .
      Purchaser has taken no action which would give rise to any claim by any person
      for brokerage commissions, finder’s fees or similar payments relating to this
      Agreement or the transactions contemplated hereby.





**3.**   **REPRESENTATIONS
        AND WARRANTIES OF SIONIX** .
        Sionix
        represents and warrants to Purchaser that:





a.   Authorization;
      Enforcement .
      (i)
      Sionix has all requisite corporate power and authority to enter into and perform
      this Agreement and to consummate the transactions contemplated hereby and to
      sell the Debenture and the Warrant in accordance with the terms hereof, (ii)
      the
      execution and delivery of this Agreement by Sionix and the consummation by
      it of
      the transactions contemplated hereby (including without limitation, the sale
      of
      the Debenture to Purchaser) have been duly authorized by Sionix and no further
      consent or authorization of Sionix or its shareholders is required, (iii) this
      Agreement has been duly executed and delivered by Sionix, and (iv) this
      Agreement constitutes a legal, valid and binding obligation of Sionix
      enforceable against Sionix in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and remedies or by
      other equitable principles of general application




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b.   No
      Conflicts .
      The
      execution, delivery and performance of this Agreement by Sionix and the
      consummation by Sionix of the transactions contemplated hereby (including,
      without limitation, the sale of the Debenture and Warrant to Purchaser) will
      not
      (i) conflict with or result in a violation of any provision of its certificate
      of formation or other organizational documents, or (ii) violate or conflict
      with, or result in a breach of any provision of, or constitute a default (or
      an
      event which with notice or lapse of time or both could become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, note, bond, indenture or other instrument to
      which Sionix is a party, or (iii) result in a violation of any law, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations and regulations of any self-regulatory organizations to
      which Sionix is subject) applicable to Sionix or by which any property of Sionix
      are bound or affected. Except as specifically contemplated by this Agreement
      and
      as required under the 1933 Act and any applicable federal and state securities
      laws, Sionix is not required to obtain any consent, authorization or order
      of,
      or make any filing or registration with, any court, governmental agency,
      regulatory agency, self regulatory organization or stock market or any third
      party in order for it to execute, deliver or perform any of its obligations
      under this Agreement in accordance with the terms hereof. Except for filings
      that may be required under applicable federal and state securities laws in
      connection with the issuance and sale of the Debenture and the Warrant, all
      consents, authorizations, orders, filings and registrations which Sionix is
      required to obtain pursuant to the preceding sentence have been obtained or
      effected on or prior to the date hereof.





c.   No
      Brokers .
      Sionix
      has taken no action which would give rise to any claim by any person for
      brokerage commissions, finder’s fees or similar payments relating to this
      Agreement or the transactions contemplated hereby except as disclosed in this
      Section 3(c):





Southridge
      Investment Group LLC is entitled to those cash and equity fees as provided
      for
      in that certain Investment Banking Engagement Letter dated as of February 12,
      2007, as modified by that certain Investment Banking Engagement Letter Addendum
      dated as of May 29, 2007 **.**





d.   Issuance
      of Securities .
      The
      issuance of the Debenture and the Warrant are duly authorized and upon issuance
      in accordance with the terms hereof shall be free from all taxes, liens and
      charges with respect to the issue thereof. As of the Closing, a number of shares
      of Common Stock shall have been duly authorized and reserved for issuance which
      equals or exceeds 130% of the aggregate of the maximum number of shares of
      Common Stock issuable (i) upon conversion of the Debenture and (ii) upon
      exercise of the Warrant. Upon conversion or exercise in accordance with the
      Debenture or the Warrant, as the case may be, the Conversion Shares and the
      Warrant Shares, respectively, will be validly issued, fully paid and
      nonassessable and free from all preemptive or similar rights, taxes, liens
      and
      charges with respect to the issue thereof, with the holders being entitled
      to
      all rights accorded to a holder of Common Stock. Assuming the accuracy of each
      of the representations and warranties set forth in Section 2 of this Agreement,
      the offer and issuance by the Company of the Debenture and the Warrant is exempt
      from registration under the 1933 Act.




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****


**4.**   **COVENANTS** **.**





a.   Best
      Efforts .
      The
      parties shall use their best efforts to satisfy timely each of the conditions
      described in Section 5 and Section 6 of this Agreement.


b.   Financial
        Reporting .  Subsequent
        to Closing Date, Sionix will take no action which would adversely affect
        Purchaser’s ability to use Rule 144. Sionix shall make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144 and shall file with the SEC in a timely manner all reports and other
        documents required of Sionix under
        the 1933 Act and the Securities Exchange Act of 1934, as
        amended.




c.   Reservation
      of Shares .
      Sionix
      s hall
      take
      all action necessary to at all times have authorized, and reserved for the
      purpose of issuance, no less than 130% of the sum of the number of shares of
      Common Stock issuable (i) upon conversion of the Debenture issued at the Closing
      and (ii) upon exercise of the Warrant issued at the Closing (without taking
      into
      account any limitations on the conversion of the Debenture or exercise of the
      Warrant set forth in the Debenture and Warrant, respectively).





**5.**   **CONDITIONS
        TO SIONIX’S OBLIGATION TO SELL** **.** The
        obligation of Sionix hereunder to sell and deliver the Debenture and the
        Warrant
        to Purchaser at the Closing is subject to the satisfaction, at or before
        the
        Closing Date of each of the following conditions thereto, provided that these
        conditions are for Sionix’s sole benefit and may be waived by Sionix at any time
        in its sole discretion:





a.   Purchaser
      shall have executed this Agreement and delivered the same to
      Sionix.





b.   Purchaser
      shall have delivered the Purchase Price in accordance with Section 1(c)
      above.





c.   Purchaser
      shall have executed the Registration Rights Agreement between Sionix and
      Purchaser, dated as of the date of the Closing, in substantially the form of Exhibit
      A attached
      to this Agreement (the “Registration Rights Agreement”), and delivered the same
      to Sionix.





d.   The
      representations and warranties of Purchaser shall be true and correct in all
      material respects as of the date when made and as of the Closing Date as though
      made at that time (except for representations and warranties that speak as
      of a
      specific date), and Purchaser shall have performed, satisfied and complied
      in
      all material respects with the covenants, agreements and conditions required
      by
      this Agreement to be performed, satisfied or complied with by Purchaser at
      or
      prior to the Closing Date.




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e.   No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.




**6.**   **CONDITIONS
        TO PURCHASER’S OBLIGATION TO PURCHASE** **.** The
        obligation of Purchaser hereunder to purchase the Debenture at the Closing
        is
        subject to the satisfaction, at or before the Closing Date of each of the
        following conditions, provided that these conditions are for Purchaser’s sole
        benefit and may be waived by Purchaser at any time in its sole
        discretion.





a.   Sionix
      shall have executed this Agreement and delivered the same to
      Purchaser.





b.   Sionix
      shall have delivered to Purchaser duly executed Debenture and Warrant (in such
      denominations as Purchaser shall reasonably request) in accordance with Section
      1(c) above.





c.   Sionix
      shall have executed the Registration Rights Agreement and delivered the same
      to
      Purchaser.





d.   The
      representations and warranties of Sionix shall be true and correct in all
      material respects as of the date when made and as of the Closing Date as though
      made at such time (except for representations and warranties that speak as
      of a
      specific date) and Sionix shall have performed, satisfied and complied in all
      material respects with the covenants, agreements and conditions required by
      this
      Agreement to be performed, satisfied or complied with by Sionix at or prior
      to
      the Closing Date.





e.   No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.





7 **.**   **GOVERNING
        LAW; MISCELLANEOUS** **.**




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a.   Governing
      Law; Jurisdiction .
      THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
      THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED
      STATES FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, NEW YORK WITH RESPECT
      TO
      ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
      OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING. NOTHING HEREIN SHALL AFFECT ANY PARTY’S RIGHT TO SERVE PROCESS IN
      ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES AGREE THAT A FINAL NON-APPEALABLE
      JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
      IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
      THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN
      RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT.





b.   Attorneys’
      Fees .
      At the
      Closing, Sionix shall reimburse the Purchaser for its reasonable counsel’s fees,
      incurred in connection with the preparation of this Agreement and the other
      agreements related hereto, and the investigation of and the consummation of
      the
      transactions contemplated hereby, in a sum not to exceed $10,000, which fee
      may
      be disbursed directly at Closing from escrow.





c.   Counterparts;
      Signatures by Facsimile .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission or electronic
      mail
      transmission of a copy of this Agreement bearing the signature of the party
      so
      delivering this Agreement. A
      facsimile or electronic mail transmission of this signed Agreement shall be
      legal and binding on all parties hereto.





d.   Headings .
      The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.





e.   Severability .
      In the
      event that any provision of this Agreement is invalid or enforceable 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 provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.





f.   Entire
      Agreement; Amendments .
      This
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither Sionix nor Purchaser
      makes any representation, warranty, covenant or undertaking with respect to
      such
      matters. No provision of this Agreement may be waived or amended other than
      by
      an instrument in writing signed by the party to be charged with
      enforcement.




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g.   Notices .
      Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile or by electronic mail either in the text of an email
      message or attached in a commonly readable format, and shall be effective five
      days after being placed in the mail, if mailed by regular United States mail,
      or
      upon receipt, if delivered personally, by courier (including a recognized
      overnight delivery service) or by facsimile, or one day after electronically
      mailed if the sender has received no generated notice that the email message
      has
      not been successfully delivered, in each case addressed to a party. The
      addresses for such communications shall be:





If
      to
      Sionix:





2082
      Michelson Drive, Suite 304


Irvine,
      CA 92612


Attention:
      _______________


Facsimile: (949)
      752-7998


Email:





with
      a
      copy to:





____________________


____________________


____________________


Attention:


Facsimile:


Email:




If
      to
      Purchaser:





____________________


____________________


____________________


Attention:


Facsimile:


Email:





with
      a
      copy to:





Gersten
      Savage LLP


600
      Lexington Avenue, 9 th Floor


New
      York,
      NY 10022


Attention:
      David E. Danovitch, Esq.


Facsimile:
      (212) 980-5192


Email: ddanovitch@gerstensavage.com




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Each
      party shall provide notice to the other party of any change in
      address.





h.   Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. Neither Sionix nor Purchaser shall assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the other. Notwithstanding the foregoing, subject to Section 2(e),
      Purchaser may assign its rights hereunder to any person that purchases the
      Debenture, the Warrant, any Conversion Shares or any Warrant Shares in a private
      transaction from Purchaser or to any of its “affiliates,” as that term is
      defined under the 1933 Act, without the consent of Sionix.





i.   Third
      Party Beneficiaries .
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.





j.   Further
      Assurances .
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.





k.   No
      Strict Construction .
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.





[ *Remainder
      of page intentionally left blank.* ]




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**IN
      WITNESS WHEREOF** ,
      Purchaser and Sionix have caused this Securities Purchase Agreement to be duly
      executed as of the date first above written.




**PURCHASER:****[_________________]**By:Name:Title:




**SIONIX:**SIONIX
                CORPORATIONBy:Name:Title:




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**Exhibit
      A**





**[Form
      of Registration Rights Agreement]**




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