**REGISTRATION
            RIGHTS AGREEMENT**
 
 This **REGISTRATION
            RIGHTS AGREEMENT** (“Agreement”), dated as of June 18, 2007, is made by and between SIONIX
            CORPORATION, a Nevada corporation (the “Company”), and **[investors
            to be identified by Southridge Investment Group, LLC]** (the
“Subscriber”).
 
 RECITALS
 
 WHEREAS,
            upon the terms and subject to the conditions of the Securities Purchase
            Agreement (the “ Purchase
            Agreement ”),
            as of
            even date, between the Subscriber and the Company, the Company has agreed
            to
            issue to the Subscriber up to _____________ shares (________) of the
            common
            stock of the Company, $0.001 par value per share (the “ Common
            Stock ”),
            pursuant to conversion(s) of an 8% subordinated convertible debenture
            (“ Debenture ”),
            issued on even date (the “ Conversion
            Shares ”),
            and
            ________ shares of Common Stock pursuant to exercise of the Warrant
            (“ Warrant
            Shares ”),
            issued on even date (together the Conversion Shares and the Warrant Shares
            hereinafter the “ Subscribed
            Shares ”),
            and
 
 WHEREAS,
            to induce the Subscriber to execute and deliver the Purchase Agreement,
            the
            Company has agreed to provide certain registration rights under the Securities
            Act of 1933, as amended, and the rules and regulations thereunder, or
            any
            similar successor statute (collectively, the “ Securities
            Act ”),
            and
            applicable state securities laws with respect to the Subscribed
            Shares.
 
 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 Company and the Subscriber hereby
            agree as
            follows:
 
 **1.**   **Definitions.**
 
 (a)   As
            used
            in this Agreement, the following terms shall have the following
            meaning:
 
 (i)   “ Business
            Day ”
means any
            day
            that is not a Saturday, Sunday, or legal holiday in the State of New
            York when
            commercial banking institutions are required to be closed.
 
 (ii)   “ Potential
            Material Event ”
means
            any of the following: (a) possession by the Company of material information
            not
            ripe for disclosure in a Registration Statement, which shall be evidenced
            by
            determinations in good faith by the Board of Directors of the Company
            that
            disclosure of such information in the Registration Statement would be
            detrimental to the business and affairs of the Company, or (b) any material
            engagement or activity by the Company which would, in the good faith
            determination of the Board of Directors of the Company, be adversely
            affected by
            disclosure in a Registration Statement at such time, which determination
            shall
            be accompanied by a good faith determination by the Board of Directors
            of the
            Company that the Registration Statement would be materially misleading
            absent
            the inclusion of such information.
  1
  (iii)   “ Register ”,
            “ registered ”
and
            “ registration ”
refer
            to a registration effected by preparing and filing a Registration Statement
            or
            Statements in compliance with the Securities Act and pursuant to Rule
            415 under
            the Securities Act or any successor rule providing for offering securities
            on a
            delayed or continuous basis (“ Rule
            415 ”),
            and
            the declaration or ordering of effectiveness of such Registration Statement
            by
            the United States Securities and Exchange Commission (the “ SEC ”).
 
 (iv)
                  “Registrable
                      Securities”
                      means the Subscribed Shares.
 
 (v)
                  “Registration
                      Statement”
                      means a registration statement of the Company under the Securities
                      Act.
 
 (vi)
                  “Subscription
                      Date”
                      means the date of this Agreement.
 
 (vii)
                  “Subscriber”
                      has the meaning set forth in the preamble to this
                      Agreement.
 
 (b)   Capitalized
            terms used herein and not otherwise defined herein shall have the respective
            meanings set forth in the Purchase Agreement.
 
 **2.**    **Registration.**
 
 (a)   **Mandatory
            Registration** .  The
            Company shall prepare and file with the SEC, no later than forty-five
            (45) days
            after the Subscription Date (“ Filing
            Date ”),
            a
            Registration Statement on Form SB-2 (“ Registration
            Statement ”),
            or
            such other appropriate Registration Statement, pursuant to Rule 457(o)
            of the
            Securities Act, no less than the amount of Subscribed Shares, and to
            use its
            best efforts to cause the Registration Statement relating to the Registrable
            Securities to become effective ninety (90) days after the Subscription
            Date
            (“ Effective
            Date ”).
            Such
            Registration Statement shall state that, in accordance with the Securities
            Act,
            it also covers such indeterminate number of additional shares of Common
            Stock as
            may become issuable to prevent dilution resulting from stock splits,
            or stock
            dividends.
 
 (b)   **Damages** .
            If the
            Registration Statement covering the Registrable Securities required to
            be filed
            by the Company pursuant to Section 2(a) hereof is not filed by the Filing
            Date
            or declared effective by the Effective Date, then upon failure of either
            event
            the Subscriber shall be entitled to liquidated damages, payable in cash,
            in the
            sum of one and one-half percent (1.5%) of the Purchase Price (as defined
            in the
            Purchase Agreement) of the Debenture (a) for each thirty (30) day period
            (or
            pro-rata portion thereof) after the Filing Date that transpires until
            the date
            that the Company files the Registration Statement, and (b) for each thirty
            (30)
            day period (or pro-rata portion thereof) after the Effective Date that
            transpires until such date as the Registration Statement is declared
            effective; provided , however ,
            that
            the aggregate liquidated damages payable in accordance with this Section
            shall
            not exceed 15% of the Purchase Price.
  The
            Company acknowledges that its failure to have the Registration Statement
            filed
            by the Filing Date or declared effective by the Effective Date (for any
            reason
            other than the requirement by the SEC of modifications to the structure
            of the
            transactions contemplated hereby that are unacceptable to the Company
            or the
            Subscriber) shall cause the Subscriber to suffer damages in an amount
            that shall
            be difficult to ascertain. Accordingly, the parties agree that it is
            appropriate
            to include in this Agreement a provision for liquidated damages. The
            parties
            acknowledge and agree that the liquidated damages provision set forth
            in this
            section represents the parties’ good faith effort to quantify such damages and,
            as such, agree that the form and amount of such liquidated damages are
            reasonable and will not constitute a penalty. The payment of liquidated
            damages
            shall not relieve the Company from its obligations to register the Common
            Stock
            and deliver the Common Stock pursuant to the terms of this Agreement,
            the
            Purchase Agreement and the Subscribed Shares.
  2
  **3.**   **Obligation
            of the Company.**   In
            connection with the registration of the Registrable Securities, the Company
            shall do each of the following:
 
 (a)   Prepare
            promptly, and file with the SEC within forty-five (45) days of the Subscription
            Date, a Registration Statement with respect to not less than the number
            of
            Registrable Securities provided in Section 2(a) above, and, thereafter,
            use all
            diligent efforts to cause the Registration Statement relating to the
            Registrable
            Securities to become effective ninety (90) days after the Subscription
            Date, and
            keep the Registration Statement effective at all times until the earliest
            of (i)
            the date that is one year after the completion of the last Closing Date
            under
            the Purchase Agreement, (ii) the date when the Subscriber may sell all
            Registrable Securities under Rule 144 without volume limitations, or
            (iii) the
            date the Subscriber no longer owns any of the Registrable Securities
            (collectively, the “ Registration
            Period ”),
            which
            Registration Statement (including any amendments or supplements, thereto
            and
            prospectuses contained therein) shall not contain any untrue statement
            of a
            material fact or omit to state a material fact required to be stated
            therein or
            necessary to make the statements therein, in the light of the circumstances
            under which they were made, not misleading;
 
 (b)   Prepare
            and file with the SEC such amendments (including post-effective amendments)
            and
            supplements to the Registration Statement and the prospectus used in
            connection
            with the Registration Statement as may be necessary to keep the Registration
            Statement effective at all times during the Registration Period, and,
            during the
            Registration Period, and to comply with the provisions of the Securities
            Act
            with respect to the disposition of all Registrable Securities of the
            Company
            covered by the Registration Statement until the expiration of the Registration
            Period;
 
 (c)   Permit
            a
            single firm of counsel designated by Subscriber to review the Registration
            Statement and all amendments and supplements thereto a reasonable period
            of time
            (but not less than three (3) Business Days) prior to their filing with
            the SEC,
            and not file any document in a form to which such counsel reasonably
            objects;
 
 3
  (d)   Notify
            Subscriber and Subscriber’s legal counsel identified to the Company
            (“ Subscriber’s
            Counsel ”)
            (and,
            in the case of (i)(A) below, not less than one (1) Business Day prior
            to such
            filing) and (if requested by any such person) confirm such notice in
            writing no
            later than one (1) Business Day following the day (i): (A) when a prospectus
            or
            any prospectus supplement or post-effective amendment to the Registration
            Statement is proposed to be filed; (B) whenever the SEC notifies the
            Company
            whether there will be a “review” of such Registration Statement; (C) whenever
            the Company receives (or a representative of the Company receives on
            its behalf)
            any oral or written comments from the SEC respect of a Registration Statement
            (copies or, in the case of oral comments, written or oral summaries of
            such
            comments shall be promptly furnished by the Company to Subscriber’s Counsel);
            and (D) with respect to the Registration Statement or any post-effective
            amendment, when the same has become effective; (ii) of any request by
            the SEC or
            any other Federal or state governmental authority for amendments or supplements
            to the Registration Statement or the prospectus or for additional information;
            (iii) of the issuance by the SEC of any stop order suspending the effectiveness
            of the Registration Statement covering any or all of the Registrable
            Securities
            or the initiation of any proceedings for that purpose; (iv) if at any
            time any
            of the representations or warranties of the Company contained in any
            agreement
            (including the Purchase Agreement) contemplated hereby ceases to be true
            and
            correct in all material respects; (v) of the receipt by the Company of
            any
            notification with respect to the suspension of the qualification or exemption
            from qualification of any of the Registrable Securities for sale in any
            jurisdiction, or the initiation or threatening of any proceeding for
            such
            purpose; and (vi) of the occurrence of any event that to the knowledge
            of the
            Company makes any statement made in the Registration Statement or the
            prospectus
            or any document incorporated or deemed to be incorporated therein by
            reference
            untrue in any material respect or that requires any revisions to the
            Registration Statement, the prospectus or other documents so that, in
            the case
            of the Registration Statement or the prospectus, as the case may be,
            it will not
            contain any untrue statement of a material fact or omit to state any
            material
            fact required to be stated therein or necessary to make the statements
            therein,
            in the light of the circumstances under which they were made, not misleading.
            In
            addition, the Company shall furnish Subscriber’s Counsel with copies of all
            intended written responses to the comments contemplated in clause (C)
            of this
            Section not later than one (1) Business Day in advance of the filing
            of such
            responses with the SEC so that Subscriber shall have the opportunity
            to comment
            thereon.
 
 (e)   Furnish
            to Subscriber, (i) promptly after the same is prepared and publicly distributed,
            filed with the SEC, or received by the Company, one (1) copy of the Registration
            Statement, each preliminary prospectus and the prospectus, and each amendment
            or
            supplement thereto, and (ii) such number of copies of a prospectus, including
            a
            preliminary prospectus, and all amendments and supplements thereto and
            such
            other documents, as the Subscriber may reasonably request in order to
            facilitate
            the disposition of the Registrable Securities owned by the
            Subscriber;
  (f)   Use
            all
            diligent efforts to (i) register and/or qualify the Registrable Securities
            covered by the Registration Statement under such other securities or
            blue sky
            laws of such jurisdictions as the Subscriber may reasonably request and
            in which
            significant volumes of shares of Common Stock are traded, (ii) prepare
            and file
            in those jurisdictions such amendments (including post-effective amendments)
            and
            supplements to such registrations and qualifications as may be necessary
            to
            maintain the effectiveness thereof at all times during the Registration
            Period,
            (iii) take such other actions as may be necessary to maintain such registrations
            and qualification in effect at all times during the Registration Period,
            and
            (iv) take all other actions reasonably necessary or advisable to qualify
            the
            Registrable Securities for sale in such jurisdictions: provided,
            however ,
            that
            the Company shall not be required in connection therewith or as a condition
            thereto to (A) qualify to do business in any jurisdiction where it would
            not
            otherwise be required to qualify but for this Section 3(f), (B) subject
            itself
            to general taxation in any such jurisdiction, (C) file a general consent
            to
            service of process in any such jurisdiction, (D) provide any undertakings
            that
            cause more than nominal expense or burden to the Company or (E) make
            any change
            in its charter or by-laws or any then existing contracts, which in each
            case the
            Board of Directors of the Company determines to be contrary to the best
            interests of the Company and its stockholders;
  4
  (g)   As
            promptly as practicable after becoming aware of such event, notify the
            Subscriber of the happening of any event of which the Company has knowledge,
            as
            a result of which the prospectus included in the Registration Statement,
            as then
            in effect, includes any untrue statement of a material fact or omits
            to state a
            material fact required to be stated therein or necessary to make the
            statements
            therein, in the light of the circumstances under which they were made,
            not
            misleading (“ Registration
            Default ”),
            and
            uses all diligent efforts to promptly prepare a supplement or amendment
            to the
            Registration Statement or other appropriate filing with the SEC to correct
            such
            untrue statement or omission, and any other necessary steps to cure the
            Registration Default, and deliver a number of copies of such supplement
            or
            amendment to the Subscriber as the Subscriber may reasonably request.
            Failure to
            cure the Registration Default within ten (10) Business Days shall result
            in the
            Company including liquidated damages of 2% of the cost of all Common
            Stock then
            held by the Subscriber for each 15 day period or portion thereof, beginning
            on
            the date of suspension.
  (h)   As
            promptly as practicable after becoming aware of such event, notify the
            Subscriber (or, in the event of an underwritten offering, the managing
            underwriters) of the issuance by the SEC of any notice of effectiveness
            or any
            stop order or other suspension of the effectiveness of the Registration
            Statement at the earliest possible time;
  (i)   Notwithstanding
            the foregoing, if at any time or from time to time after the date of
            effectiveness of the Registration Statement, the Company notifies Subscriber
            in
            writing of the existence of a Potential Material Event (“ Blackout
            Notice ”),
            Subscriber shall not offer or sell any Registrable Securities, or engage
            in any
            other transaction involving or relating to the Registrable Securities,
            from the
            time of the giving of notice with respect to a Potential Material Event
            until
            Subscriber receives written notice from the Company that such Potential
            Material
            Event either has been disclosed to the public or no longer constitutes
            a
            Potential Material Event; provided , however, that (a)
            the Company may not so suspend the right to such holders of Registrable
            Securities for more than two ten (10) day periods in the aggregate during
            any
            12-month period (“ Blackout
            Period ”)
            with
            at least a ten (10) Business Day interval between such periods, during
            the
            periods the Registration Statement is required to be in effect, or (b)
            that if
            such Blackout Period exceeds the permitted ten (10) day periods, the
            Company
            shall pay damages of  2%
            of the
            cost of all Common Stock then held by the Subscriber for each fifteen
            (15) day
            period or portion thereof, beginning on the date of the suspension.
 
 (j)   Use
            its
            commercially reasonable efforts to secure and maintain National Association
            of
            Securities Dealers, Inc. (“NASD”) authorization and quotation for such
            Registrable Securities on the over-the-counter bulletin board and, without
            limiting the generality of the foregoing, to arrange for at least two
            market
            makers to register with the NASD as such with respect to such Registrable
            Securities, and ultimately to cause all the Registrable Securities covered
            by
            the Registration Statement to be listed on a national securities exchange
            (including the NASDAQ Capital Market) and on each additional national
            securities
            exchange on which securities of the same class or series issued by the
            Company
            are then listed, if any, if the listing of such Registrable Securities
            is then
            permitted under the rules of such exchange; provided,  however ,
            that
            the Subscriber acknowledges that the Company does not currently meet
            the
            requirements for listing on a national securities exchange and that nothing
            in
            this section shall be construed to require the Company to pursue such
            qualification until such time as the Company satisfies such requirements
            for a
            period of not less than forty-five (45) days;
  5
  (k)   Provide
            a
            transfer agent for the Registrable Securities not later than the Subscription
            Date of the Registration Statement;
 
 (l)   Cooperate
            with the Subscriber to facilitate the timely preparation and delivery
            of
            certificates for the Registrable Securities to be offered pursuant to
            the
            Registration Statement and enable such certificates for the Registrable
            Securities to be in such denominations or amounts as the case may be,
            as the
            Subscriber may reasonably request and registration in such names as the
            Subscriber may request; and, within five (5) Business Days after a Registration
            Statement which includes Registrable Securities is ordered effective
            by the SEC,
            the Company shall deliver, and shall cause legal counsel selected by
            the Company
            to deliver, to the transfer agent for the Registrable Securities (with
            copies to
            the Subscriber) an appropriate instruction and opinion of such counsel,
            if so
            required by the Company’s transfer agent; and
 
 (m)   Take
            all
            other reasonable actions necessary to expedite and facilitate distribution
            to
            the Subscriber of the Registrable Securities pursuant to the Registration
            Statement.
 
 **4.**   **Obligations
            of the Subscriber** .
            In
            connection with the registration of the Registrable Securities, the Subscriber
            shall have the following obligations;
  (a)   It
            shall
            be a condition precedent to the obligations of the Company to complete
            the
            registration pursuant to this Agreement with respect to the Registrable
            Securities of the Subscriber that the Subscriber shall timely furnish
            to the
            Company such information regarding itself, the Registrable Securities
            held by
            it, and the intended method of disposition of the Registrable Securities
            held by
            it, as shall be reasonably required to effect the registration of such
            Registrable Securities and shall timely execute such documents in connection
            with such registration as the Company may reasonably request.
  (b)   The
            Subscriber by such Subscriber’s acceptance of the Registrable Securities agrees
            to cooperate with the Company as reasonably requested by the Company
            in
            connection with the preparation and filing of the Registration Statement
            hereunder; and
 
 (c)   The
            Subscriber agrees that, upon receipt of any notice from the Company of
            the
            happening of any event of the kind described in Section 3(g), 3(h) or
            3(i)
            above, the Subscriber will immediately discontinue disposition of Registrable
            Securities pursuant to the Registration Statement covering such Registrable
            Securities until the Subscriber receives the copies of the supplemented
            or
            amended prospectus contemplated by Section 3(g), 3(h) or 3(i) and, if
            so
            directed by the Company, the Subscriber shall deliver to the Company
            (at the
            expense of the Company) or destroy (and deliver to the Company a certificate
            of
            destruction) all copies in the Subscriber’s possession, of the prospectus
            covering such Registrable Securities current at the time of receipt of
            such
            notice.
  6
  **5.**   **Expenses
            of Registration** .  (a)
            All
            reasonable expenses incurred in connection with Registrations, filings
            or
            qualifications pursuant to Section 3, including, without limitation,
            all
            Registration, listing, and qualifications fees, printers and accounting
            fees,
            the fees and disbursements of counsel for the Company shall be borne
            by the
            Company. A fee for a single counsel for Subscriber for the initial Registration
            Statement and for each additional Registration Statement covering the
            Registrable Securities shall be borne by the Company.
 
 (b)   Except
            as
            otherwise provided for in Schedule
            5(b) attached
            hereto, the Company nor any of its subsidiaries has, as of the date hereof,
            and
            the Company shall not on or after the date of this Agreement, enter into
            any
            agreement with respect to its securities that is inconsistent with the
            rights
            granted to Subscriber in this Agreement or otherwise conflicts with the
            provisions hereof. Except as otherwise provided for in Schedule
            5(b) ,
            the
            Company has not previously entered into any agreement granting any registration
            rights with respect to any of its securities to any person. Except as
            otherwise
            provided for in this Section 5, and without limiting the generality of
            the
            foregoing, without the written consent of Subscriber, the Company shall
            not
            grant to any person the right to request the Company to Register any
            securities
            of the Company under the Securities Act unless the rights so granted
            are subject
            in all respects to the prior rights in full of Subscriber set forth herein,
            and
            are not otherwise in conflict or inconsistent with the provisions of
            this
            Agreement and the other Transaction Documents.
  **6.**    **Indemnification** .  After
            Registrable Securities are included in a Registration Statement under
            this
            Agreement:
  7
  (a)   To
            the
            extent permitted by law, the Company will indemnify and hold harmless,
            each
            Subscriber, the directors, if any, of such Subscriber, the officers,
            if any, of
            such Subscriber, each person, if any, who controls the Subscriber within
            the
            meaning of the Securities Act or the Securities Exchange Act of 1934,
            as amended
            (the “Exchange Act”) (each, an “ Indemnified
            Person ”),
            against any losses, claims, damages, liabilities or expenses (joint or
            several)
            incurred (collectively, “ Claims ”)
            to
            which any of them may become subject under the Securities Act, the Exchange
            Act
            or otherwise, insofar as such Claims (or actions or proceedings, whether
            commenced or threatened, in respect thereof) arise out of or are based
            upon: (i)
            any untrue statement or alleged untrue statement of a material fact contained
            in
            the Registration Statement or any post-effective amendment thereof or
            the
            omission or alleged omission to state therein a material fact required
            to be
            stated therein or necessary to make the statements therein not misleading,
            (ii)
            any untrue statement or alleged untrue statement of a material fact contained
            in
            any preliminary prospectus if used prior to the Subscription Date of
            such
            Registration Statement, or contained in the final prospectus (as amended
            or
            supplemented, if the Company files any amendment thereof or supplement
            thereto
            with the SEC) or the omission or alleged omission to state therein any
            material
            fact necessary to make the statements made therein, in the light of the
            circumstances under which the statements therein were made, not misleading
            or
            (iii) any violation or alleged violation by the Company of the Securities
            Act,
            the Exchange Act, any state securities law or any rule or regulation
            under the
            Securities Act, the Exchange Act or any state securities law (the matters
            in the
            foregoing clauses (i) through (iii) being collectively referred to as
            “ Violations ”).
            The
            Company shall reimburse the Subscriber, promptly as such expenses are
            incurred
            and are due and payable, for any reasonable legal fees or other reasonable
            expenses incurred by them in connection with investigating or defending
            any such
            Claim. Notwithstanding anything to the contrary contained herein, the
            indemnification agreement contained in this Section 6(a) shall not (i)
            apply to
            any Claims arising out of or based upon a Violation which occurs in reliance
            upon and in conformity with information furnished in writing to the Company
            by
            or on behalf of any Indemnified Person expressly for use in connection
            with the
            preparation of the Registration Statement or any such amendment thereof
            or
            supplement thereto, if such prospectus was timely made available by the
            Company
            pursuant to Section 3(b) hereof; (ii) with respect to any preliminary
            prospectus, inure to the benefit of any such person from whom the person
            asserting any such Claim purchased the Registrable Securities that are
            the
            subject thereof (or to the benefit of any person controlling such person)
            if the
            untrue statement or omission of material fact contained in the preliminary
            prospectus was corrected in the prospectus, as then amended or supplemented,
            if
            such prospectus was timely made available by the Company pursuant to
            Section
            3(b) hereof; (iii) be available to the extent such Claim is based on
            a failure
            of the Subscriber to deliver or cause to be delivered the prospectus
            made
            available by the Company; or (iv) apply to amounts paid in settlement
            of any
            Claim if such settlement is effected without the prior written consent
            of the
            Company, which consent shall not be unreasonably withheld. The Subscriber
            will
            indemnify the Company, its officers, directors and agents (including
            legal
            counsel) against any claims arising out of or based upon a Violation
            which
            occurs in reliance upon and in conformity with information furnished
            in writing
            to the Company, by or on behalf of such Subscriber, expressly for use
            in
            connection with the preparation of the Registration Statement, subject
            to such
            limitations and conditions set forth in the previous sentence. Such indemnity
            shall remain in full force and effect regardless of any investigation
            made by or
            on behalf of the Indemnified Person or Indemnified Party.
  (b)   Promptly
            after receipt by an Indemnified Person under this Section 6 of notice
            of the
            commencement of any action (including any governmental action), such
            Indemnified
            Person shall, if a Claim in respect thereof is to be made against any
            indemnifying party under this Section 6, deliver to the indemnifying
            party a
            written notice of the commencement thereof and the indemnifying party
            shall have
            the right to participate in, and, to the extent the indemnifying party
            so
            desires, jointly with any other indemnifying party similarly noticed,
            to assume
            control of the defense thereof with counsel mutually satisfactory to
            the
            indemnifying party and the Indemnified Person, as the case may be; provided , however ,
            that an
            Indemnified Person shall have the right to retain its own counsel with
            the
            reasonable fees and expenses to be paid by the indemnifying party, if,
            in the
            reasonable opinion of counsel retained by the indemnifying party, the
            representation by such counsel of the Indemnified Person and the indemnifying
            party would be inappropriate due to actual or potential differing interests
            between such Indemnified Person and any other party represented by such
            counsel
            in such proceeding. In such event, the Company shall pay for only one
            separate
            legal counsel for the Subscriber selected by the Subscriber. The failure
            to
            deliver written notice to the indemnifying party within a reasonable
            time of the
            commencement of any such action shall not relieve such indemnifying party
            of any
            liability to the Indemnified Person under this Section 6, except to the
            extent
            that the indemnifying party is prejudiced in its ability to defend such
            action.
            The indemnification required by this Section 6 shall be made by periodic
            payments of the amount thereof during the course of the investigation
            or
            defense, as such expense, loss, damage or liability is incurred and is
            due and
            payable.
  8
  **7.**    **Contribution** .  To
            the
            extent any indemnification by an indemnifying party is prohibited or
            limited by
            law, the indemnifying party agrees to make the maximum contribution with
            respect
            to any amounts for which it would otherwise be liable under Section 6
            to the
            fullest extent permitted by law; provided , however ,
            that
            (a) no contribution shall be made under circumstances where the maker
            would not
            have been liable for indemnification under the fault standards set forth
            in
            Section 6; (b) no seller of Registrable Securities guilty of fraudulent
            misrepresentation (within the meaning of Section 11(f) of the Securities
            Act)
            shall be entitled to contribution from any seller of Registrable Securities
            who
            was not guilty of such fraudulent misrepresentation; and (c) contribution
            by any
            seller of Registrable Securities shall be limited in amount to the net
            amount of
            proceeds received by such seller from the sale of such Registrable
            Securities.
  **8.**    **Reports
            under Exchange Act.** With a
            view to making available to the Subscriber the benefits of Rule 144 promulgated
            under the Securities Act or any other similar rule or regulation of the
            SEC that
            may at any time permit the Subscriber to sell securities of the Company
            to the
            public without registration (“ Rule
            144 ”),
            the
            Company agrees to use its reasonable best efforts to:
 
 (a)   make
            and
            keep public information available, as those terms are understood and
            defined in
            Rule 144;
 
 (b)   file
            with
            the SEC in a timely manner all reports and other documents required of
            the
            Company under the Exchange Act;
 
 (c)   furnish
            to the Subscriber so long as the Subscriber owns Registrable Securities,
            promptly upon request, (i) a written statement by the Company that it
            has
            complied with the reporting requirements of Rule 144, the Securities
            Act and the
            Exchange Act, (ii) a copy of the most recent annual or quarterly report
            of the
            Company and such other reports and documents so filed by the Company
            solely if
            unavailable by EDGAR, and (iii) such other information as may be reasonably
            requested to permit the Subscribers to sell such securities pursuant
            to Rule 144
            without registration; and
 
 (d)   at
            the
            request of any Subscriber of Registrable Securities, give its Transfer
            Agent
            irrevocable instructions (supported by an opinion of Company counsel,
            if
            required or requested by the Transfer Agent) to the effect that, upon
            the
            Transfer Agent’s receipt from such Subscriber of:
 
 (i)
            a
            certificate (a “ Rule
            144 Certificate ”)
            certifying (A) that such Subscriber has held the shares of Registrable
            Securities which the Subscriber proposes to sell (the “ Securities
            Being Sold ”)
            for a
            period of not less than (1) year and (B) as to such other matters as
            may be
            appropriate in accordance with Rule 144 under the Securities Act, and
 
 (ii)
            an
            opinion of counsel acceptable to the Company (for which purposes it is
            agreed
            that the initial Subscriber’s Counsel shall be deemed acceptable if such opinion
            is not given by Company Counsel) that, based on the Rule 144 Certificate,
            Securities Being Sold may be sold pursuant to the provisions of Rule
            144, even
            in the absence of an effective Registration Statement.
 
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  The
            Transfer Agent is to effect the transfer of the Securities Being Sold
            and issue
            to the buyer(s) or transferee(s) thereof one or more stock certificates
            representing the transferred Securities Being Sold without any restrictive
            legend and without recording any restrictions on the transferability
            of such
            shares on the Transfer Agent’s books and records (except to the extent any such
            legend or restriction results from facts other than the identity of the
            Subscriber, as the seller or transferor thereof, or the status, including
            any
            relevant legends or restrictions, of the shares of the Securities Being
            Sold
            while held by the Subscriber). If the Transfer Agent requires any additional
            documentation at the time of the transfer, the Company shall deliver
            or cause to
            be delivered all such reasonable additional documentation as may be necessary
            to
            effectuate the issuance of an unlegended certificate.
 
 **9.**    **Miscellaneous.**
 
 (a)   **Registered
            Owners.** A person
            or entity is deemed to be a holder of Registrable Securities whenever
            such
            person or entity owns of record such Registrable Securities. If the Company
            receives conflicting instructions, notices or elections from two or more
            persons
            or entities with respect to the same Registrable Securities, the Company
            shall
            act upon the basis of instructions, notice or election received from
            the
            registered owner of such Registrable Securities.
 
 (b)   **Rights
            Cumulative; Waivers.** The
            rights of each of the parties under this Agreement are cumulative. The
            rights of
            each of the parties hereunder shall not be capable of being waived or
            varied
            other than by an express waiver or variation in writing. Any failure
            to exercise
            or any delay in exercising any of such rights shall not operate as a
            waiver or
            variation of that or any other such right. Any defective or partial exercise
            of
            any of such rights shall not preclude any other or further exercise of
            that or
            any other such right. No act or course of conduct or negotiation on the
            part of
            any party shall in any way preclude such party from exercising any such
            right or
            constitute a suspension or any variation of any such right.
 
 (c)   **Benefit;
            Successors Bound.** This
            Agreement and the terms, covenants, conditions, provisions, obligations,
            undertakings, rights, and benefits hereof, shall be binding upon, and
            shall
            inure to the benefit of, the undersigned parties and their heirs, executors,
            administrators, representatives, successors, and permitted assigns.
 
 (d)   **Entire
            Agreement.** This
            Agreement contains the entire agreement between the parties with respect
            to the
            subject matter hereof. There are no promises, agreements, conditions,
            undertakings, understandings, warranties, covenants or representations,
            oral or
            written, express or implied, between them with respect to this Agreement
            or the
            matters described in this Agreement, except as set forth in this Agreement
            and
            in the other documentation relating to the transactions contemplated
            by this
            Agreement. Any such negotiations, promises, or understandings shall not
            be used
            to interpret or constitute this Agreement.
 
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  (e)   **Assignment.**  The
            rights to have the Company register Registrable Securities pursuant to
            this
            Agreement may be assigned by the Subscribers to any transferee, only
            if: (a) the
            assignment relates to not less than __________dollars ($________) of
            Registrable
            Securities and the Transferee is an Accredited Subscriber under Regulation
            D not
            in competition with the Company; (b) the Company receives a legal opinion
            in
            form and substance satisfactory to the Company that the proposed transfer
            complies with federal and state securities laws and does not adversely
            effect
            the validity of the transactions executed (or to be executed) under this
            Agreement and the Purchase Agreement under federal and state securities
            laws;
            (c) the assignment requires that the Transferee be bound by all of the
            provisions contained in this Agreement, and Subscriber, the Company and
            the
            transferee or assignee (the “ Transferee ”)
            enter
            into a written agreement, which shall be enforceable by the Company against
            the
            Transferee and by the Transferee against the Company, to assign such
            rights; and
            (d) immediately following such transfer or assignment the further disposition
            of
            such securities by the transferee or assignee is restricted under the
            Securities
            Act and applicable state securities laws. Prior to the assignment the
            company
            shall have the right to perform its own due diligence regarding the assignee
            and
            have the right to approve the assignment, provided that such approval
            shall not
            be unreasonably withheld. In the event of any delay in filing or effectiveness
            of the Registration Statement as a result of such assignment, the Company
            shall
            not be liable for any damages arising from such delay, or the payments
            set forth
            in Section 2(b) hereof.
 
 (f)   **Amendment.** Any
            provision of this Agreement may be amended and the observance thereof
            may be
            waived (either generally or in a particular instance and either retroactively
            or
            prospectively), only with the written consent of the Company and Subscriber.
            Any
            amendment or waiver effected in accordance with this Section 9(f) shall
            be
            binding upon the Company and any subsequent Transferees.
 
 (g)   **Severability.** Each
            part of this Agreement is intended to be severable. In the event that
            any
            provision of this Agreement is found by any court or other authority
            of
            competent jurisdiction to be illegal or unenforceable, such provision
            shall be
            severed or modified to the extent necessary to render it enforceable
            and as so
            severed or modified, this Agreement shall continue in full force and
            effect.
 
 (h)   **Notices.** Notices
            required or permitted to be given hereunder shall be in writing and shall
            be
            deemed to be sufficiently given when personally delivered (by hand, by
            courier,
            by telephone line facsimile transmission, receipt confirmed, by
            electronic mail either in the text of an email message or attached in
            a commonly
            readable format and the sender has received no generated notice that
            the email
            message has not been successfully delivered, or other
            means) or sent by certified mail, return receipt requested, properly
            addressed
            and with proper postage pre-paid (i) if to the Company, at its executive
            office
            and (ii) if to the Subscriber, at the address set forth under its name
            in the
            Purchase Agreement, with a copy to its designated attorney, or at such
            other
            address as each such party furnishes by notice given in accordance with
            this
            Section 9(h), and shall be effective, when personally delivered, upon
            receipt
            and, when so sent by certified mail, five (5) Business Days after deposit
            with
            the United States Postal Service.
 
 (i)   **Governing
            Law.** This
            Agreement shall be governed by the interpreted in accordance with the
            laws of
            the State of New York without reference to its conflicts of laws rules
            or
            principles. Each of the parties consents to the exclusive jurisdiction
            of the
            federal courts of the State of New York in connection with any dispute
            arising
            under this Agreement and hereby waives, to the maximum extent permitted
            by law,
            any objection, including any objection based on *forum
            non coveniens* ,
            to the
            bringing of any such proceeding in such jurisdictions. Each
            of
            the parties hereby waives 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.
 
 11
  (j)   **Consents.** The
            person signing this Agreement on behalf of each party hereby represents
            and
            warrants that he has the necessary power, consent and authority to execute
            and
            deliver this Agreement on behalf of that party.
 
 (k)   **Further
            Assurances.** In
            addition to the instruments and documents to be made, executed and delivered
            pursuant to this Agreement, the parties hereto agree to make, execute
            and
            deliver or cause to be made, executed and delivered, to the requesting
            party
            such other instruments and to take such other actions as the requesting
            party
            may reasonably require to carry out the terms of this Agreement and the
            transactions contemplated hereby.
 
 (l)   **Section
            Headings.** The
            Section headings in this Agreement are for reference purposes only and
            shall not
            affect in any way the meaning or interpretation of this Agreement.
 
 (m)   **Construction.** Unless
            the context otherwise requires, when used herein, the singular shall
            be deemed
            to include the plural, the plural shall be deemed to include each of
            the
            singular, and pronouns of one or no gender shall be deemed to include
            the
            equivalent pronoun of the other or no gender.
 
 (n)   **Execution
            in Counterparts.** This
            Agreement may be executed in two or more counterparts, each of which
            shall be
            deemed an original but all of which shall constitute one and the same
            agreement.
            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.
  [ *Remainder
            of page intentionally left blank.* ]
 
 12
  **IN
            WITNESS WHEREOF** ,
            the
            parties have caused this Agreement to be duly executed by their respective
            officers thereunto duly authorized as of the day and year first above
            written.
  **COMPANY:****SIONIX
                        CORPORATION**By:Name:Title:
  **SUBSCRIBER:****[_________________]**By:Name:Title:




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