THIS
        DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
        THE “ SECURITIES ”),
        HAVE
        NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
        OR
        THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED
        PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED
        UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”).
        THE
        SECURITIES ARE “ RESTRICTED ”
AND
        MAY
        NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,
        PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
        REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
        OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE
        TO
        CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE
        ACT.
  **SUBORDINATED
        CONVERTIBLE DEBENTURE**
  **SIONIX
        CORPORATION**
  **Subordinated
        Convertible Debenture**
  **June
        ___, 2007**
  No.
                  __________
              $**[1,000,000]**
 
 THIS
        DEBENTURE IS ONE IN A SERIES OF SUBORDINATED CONVERTIBLE DEBENTURES
        (“DEBENTURE(S)”) ISSUED BY SIONIX CORPORATION PURSUANT TO THAT CERTAIN
        SECURITIES PURCHASE AGREEMENT OF EVEN DATE HEREWITH.
  This
        Subordinated Convertible Debenture is issued by Sionix Corporation, a Nevada
        corporation (“ Sionix ”
or
        the
“ Company ”),
        to **___________________**  (together
        with its permitted successors and assigns, the “ Holder ”)
        pursuant to exemptions from registration under
        the Securities Act of 1933, as amended (the “ 1933
        Act ”).
  **ARTICLE
        I.**
  Section
        1.01  **Principal** **.** For
        value
        received, on June 18, 2007 (the “Issuance Date”), the Company hereby promises to
        pay to the order of the Holder in lawful money of the United States of America
        and in immediately available funds the principal sum of **[one
        million and 00/100 dollars**  **(US$1,000,000)],** plus
        accrued interest in the amount of eight percent (8%) per year for all
        outstanding principal on June 17, 2008 (the “Maturity Date”). The principal plus
        accrued interest of this Debenture, less any amounts required by law to be
        deducted, is payable monthly, and shall be either paid to the registered
        holder
        of this Debenture (a) in United States dollars, at the address last appearing
        on
        the Debenture Register of the Company as designated in writing by the Holder,
        or
        (b) converted into shares of the Company’s common stock, $0.001 par value per
        share (“ Common
        Stock ”)
        in
        accordance with Section 1.02 herein; provided , however ,
        that in
        no event shall the Holder be entitled to convert this Debenture for a number
        of
        shares of Common Stock in excess of that number of shares of Common Stock
        which,
        upon giving effect to such conversion, would cause the aggregate number of
        shares of Common Stock beneficially owned by the Holder and its affiliates
        to
        exceed 4.999% of the outstanding shares of the Common Stock following such
        conversion, as further set forth in Section 6.05 herein.
  
  The
        forwarding of a check or wire transfer shall constitute a payment hereunder
        and
        shall satisfy and discharge the liability for principal on this Debenture
        to the
        extent of the sum represented by such check or wire transfer plus any amounts
        so
        deducted; provided , however ,
        that
        the check has cleared the Holder’s bank account or the payment by wire transfer
        is made in immediately available funds.
  **Section
        1.02**  **Optional
        Conversion** **.** The
        Holder is entitled, at its option, to convert, and sell on the same day,
        at any
        time and from time to time, until payment in full of this Debenture, all
        or a
        portion of the principal amount of this Debenture plus accrued interest into
        shares of Common Stock (the “ Conversion
        Shares ”)
        at a
        conversion price for each share of Common Stock equal to $0.22 (the
“ Conversion
        Price ”).
        The
        amount of shares issuable pursuant to a conversion shall equal the principal
        amount (or portion thereof) of the Debenture to be converted, plus accrued
        interest, divided by the Conversion Price.
  Conversion
        shall be effectuated by surrendering the Debenture to the Company, accompanied
        by or preceded by facsimile or other delivery to the Company of the form
        of
        conversion notice attached hereto as Exhibit
        A ,
        executed by the Holder evidencing such Holder's intention to convert a specified
        portion hereof. No fractional shares of Common Stock or scrip representing
        fractions of shares will be issued on conversion, but the number of shares
        issuable shall be rounded to the nearest whole share. The date on which notice
        of conversion is given (the “ Conversion
        Date ”)
        shall
        be deemed to be the date on which the Holder faxes or otherwise delivers
        the
        conversion notice (the “ Notice
        of Conversion ”),
        substantially in the form annexed hereto as Exhibit
        A ,
        duly
        executed, to the Company. Facsimile delivery of the Notice of Conversion
        shall
        be accepted by the Company at facsimile number (949) 752-7998, Attention: ____________. Certificates representing Common Stock upon conversion will
        be
        delivered within three (3) business days from the Conversion Date (the
“ Delivery
        Date ”).
 
 The
        Company understands that a delay in the issuance of the Conversion Shares
        beyond
        the Delivery Date (as defined in this Section) could result in economic loss
        to
        the Holder. As compensation to the Holder for such loss, the Company agrees
        to
        pay late payments to the Holder for late issuance of the Conversion Shares,
        unless the delay is due to causes beyond the reasonable control of the Company
        or the Company’s Transfer Agent, in accordance with the following schedule
        (where “ Number
        of Business Days Late ”
refers
        to the number of business days which is beyond three (3) Business Days after
        the
        Delivery Date):
  2
  Number
                  of Business Days Late
              Late
                  Payment For Each $10,000 of Debenture Principal or Interest Amount
                  Being
                  Converted1
              $1002
              $2003
              $3004
              $4005
              $5006
              $6007
              $7008
              $8009
              $90010
              $1,000>
                  10
              $1,000
                  + $200 for each Business Day Late beyond 10
                  days
 
 As
        used
        herein, “ 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.
 
 The
        Company shall pay any payments incurred under this Section in immediately
        available funds upon demand as the Holder’s remedy for such delay. Furthermore,
        in addition to any other remedies which may be available to the Holder, in
        the
        event that the Company fails for any reason to effect delivery of such
        Conversion Shares by close of business on the Delivery Date, unless such
        failure
        is due to causes beyond the Company’s reasonable control or that of its Transfer
        Agent, the Holder will be entitled to revoke the relevant Notice of Conversion
        by delivering a notice to such effect to the Company, whereupon the Company
        and
        the Holder shall each be restored to their respective positions immediately
        prior to delivery of such Notice of Conversion; provided , however ,
        that an
        amount equal to any payments contemplated by this Section which have accrued
        through the date of such revocation notice shall remain due and owing to
        the
        Converting Holder (as defined below) notwithstanding such revocation.
 
 If,
        by
        the relevant Delivery Date, the Company fails, unless such failure is due
        to
        causes beyond the Company’s reasonable control or that of its Transfer Agent,
        for any reason to deliver the Conversion Shares to be issued upon conversion
        of
        the Debenture and after such Delivery Date, the Holder of the Debenture being
        converted (a “ Converting
        Holder ”)
        purchases, in an arm’s-length open market transaction or otherwise, shares of
        Common Stock (the “ Covering
        Shares ”)
        in
        order to make delivery in satisfaction of a sale of Common Stock by the
        Converting Holder (the “ Sold
        Shares ”),
        which
        delivery such Converting Holder anticipated to make using the shares to be
        issued upon such conversion (a “ Buy-In ”),
        the
        Converting Holder shall have the right, to require the Company to pay to
        the
        Converting Holder, in addition to and not in lieu of the amounts due hereunder,
        the Buy-In Adjustment Amount (as defined below).
  3
  The
        “ Buy-In
        Adjustment Amount ”
is
        the
        amount equal to the excess, if any, of (x) the Converting Holder's total
        purchase price (including brokerage commissions, if any) for the Covering
        Shares
        over (y) the net proceeds (after brokerage commissions, if any) received
        by the
        Converting Holder from the sale of the Sold Shares. The Company shall pay
        the
        Buy-In Adjustment Amount to the Company in immediately available funds
        immediately upon demand by the Converting Holder. By way of illustration
        and not
        in limitation of the foregoing, if the Converting Holder purchases shares
        of
        Common Stock having a total purchase price (including brokerage commissions)
        of
        $11,000 to cover a Buy-In with respect to shares of Common Stock it sold
        for net
        proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required
        to pay to the Converting Holder will be $1,000.
 
 In
        lieu
        of delivering physical certificates representing the Common Stock issuable
        upon
        conversion, provided the Company’s Transfer Agent is participating in the
        Depository Trust Company (“ DTC ”)
        Fast
        Automated Securities Transfer program, upon request of the Holder and its
        compliance with the provisions contained in this paragraph, so long as the
        certificates therefore do not bear a legend and the Holder thereof is not
        obligated to return such certificate for the placement of a legend thereon,
        the
        Company shall use its best efforts to cause its transfer agent to electronically
        transmit the Common Stock issuable upon conversion to the Holder by crediting
        the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal
        Agent Commission system.
 
 The
        Holder of the Debenture shall be entitled to exercise its conversion privilege
        with respect to the Debenture notwithstanding the commencement of any case
        under
        11 U.S.C. §101 et  seq. (the
“ Bankruptcy
        Code ”).
        In
        the event the Company is a debtor under the Bankruptcy Code, the Company
        hereby
        waives, to the fullest extent permitted, any rights to relief it may have
        under
        11 U.S.C. §362 in respect of such Holder’s conversion privilege. The Company
        hereby waives, to the fullest extent permitted, any rights to relief it may
        have
        under 11 U.S.C. §362 in respect of the conversion of the Debenture.
 
 Section
        1.03  **Reservation
        of Common Stock** **.** The
        Company shall reserve and keep available out of its authorized but unissued
        shares of Common Stock, solely for the purpose of effecting the conversion
        of
        this Debenture, such number of shares of Common Stock as shall from time
        to time
        be sufficient to effect such conversion, based upon the Conversion Price.
        If at
        any time the Company does not have a sufficient number of Conversion Shares
        authorized and available, then the Company shall call and hold a special
        meeting
        of its stockholders within sixty (60) days of that time for the sole
        purpose of increasing the number of authorized shares of Common
        Stock.
  Section
        1.04  **Registration
        Rights** .
        The
        Company is obligated to register the resale of the Conversion Shares under
        the
        1933 Act, pursuant to the terms of a Registration Rights Agreement, between
        the
        Company and the Holder of even date herewith (the “ Registration
        Rights Agreement ”).
  Section
        1.05  **Paying
        Agent and Registrar** .
        Initially, the Company will act as paying agent and registrar. The Company
        may
        change any paying agent, registrar, or Company-registrar by giving the Holder
        not less than ten (10) business days’ written notice of its election to do
        so, specifying the name, address, telephone number and facsimile number of
        the
        paying agent or registrar. The Company may act in any such
        capacity.
  4
  Section
        1.06  **Denominations.** The
        Debenture is issuable in denominations of Ten Thousand Dollars (US$10,000)
        and
        integral multiples thereof. The Debenture is exchangeable for an equal aggregate
        principal amount of Debenture of different authorized denominations, as
        requested by the Holder surrendering the same. No service charge will be
        made
        for such registration or transfer or exchange.
  Section
        1.07  **Right
        of Redemption.** The
        Company shall have the right to redeem this Debenture at any time by providing
        written notice to the Holder by making a cash payment to the Holder of the
        outstanding principal amount of the Debenture multiplied by a premium according
        to the following schedule, plus all accrued interest: 110% of the outstanding
        principal amount if redeemed within 120 days after the Issuance Date; 115%
        of
        the outstanding principal amount if redeemed between 121 days and within
        240
        days after the Issuance Date; 125% of the outstanding principal amount if
        redeemed after 240 days after the Issuance Date. Written notice to the Holder
        shall be received at least 5 business days prior to the date of redemption
        payment (“Redemption Date”). If the redemption payment is not made on or before
        the Redemption Date, the redemption notice shall be rendered null and void
        and
        the Holder thereafter shall have the right to convert any portion of the
        outstanding principal of the Debenture.
  Section
        1.08  **Subordinated
        Nature Of Debenture.** This
        Debenture and all payments hereon, including principal or interest, shall
        be
        subordinate and junior in right of payment to the October 2005 senior secured
        bridge.
  **ARTICLE
        II.**
  Section
        2.01  **Amendments
        and Waiver of Default** **.** The
        Debenture may not be amended. Notwithstanding the above, without the consent
        of
        the Holder, the Debenture may be amended to cure any ambiguity, defect or
        inconsistency, or to provide for assumption of the Company obligations to
        the
        Holder.
  **ARTICLE
        III.**
  Section
        3.01  **Events
        of Default** **.** The
        following shall constitute an “Event of Default”:
  (a)  The
        Company shall default in the payment of principal and interest on this Debenture
        and same shall continue for a period of five (5) days; or
  (b)  Any
        of
        the representations or warranties made by the Company herein, in any certificate
        or financial or other written statements heretofore or hereafter furnished
        by
        the Company in connection with the execution and delivery of this Debenture
        shall be false or misleading in any material respect at the time made;
        or
  (c)  The
        Company shall fail to perform or observe, in any material respect, any other
        covenant, term, provision, condition, agreement or obligation of the Debenture
        and such failure shall continue uncured for a period of ten (10) days after
        written notice from the Holder of such failure; or
  5
  (d)  The
        Company fails to authorize or to cause its Transfer Agent to issue shares
        of
        Common Stock upon exercise by the Holder of the conversion rights of the
        Holder
        in accordance with the terms of this Debenture, fails to transfer or to cause
        its Transfer Agent to transfer any certificate for shares of Common Stock
        issued
        to the Holder upon conversion of this Debenture and when required by this
        Debenture, and such transfer is otherwise lawful, or fails to remove any
        restrictive legend on any certificate or fails to cause its Transfer Agent
        to
        remove such restricted legend, in each case where such removal is lawful,
        as and
        when required by this Debenture, and any such failure shall continue uncured
        for
        ten (10) business days; or
 
 (e)  The
        Company shall (1) admit in writing its inability to pay its debts generally
        as
        they mature; (2) make an assignment for the benefit of creditors or commence
        proceedings for its dissolution; or (3) apply for or consent to the appointment
        of a trustee, liquidator or receiver for its or for a substantial part of
        its
        property or business; or
 
 (f)  A
        trustee, liquidator or receiver shall be appointed for the Company or for
        a
        substantial part of its property or business without its consent and shall
        not
        be discharged within sixty (60) days after such appointment; or
 
 (g)  Any
        governmental agency or any court of competent jurisdiction at the instance
        of
        any governmental agency shall assume custody or control of the whole or any
        substantial portion of the properties or assets of the Company and shall
        not be
        dismissed within sixty (60) days thereafter; or
 
 (h)  Any
        money
        judgment, writ or warrant of attachment, or similar process in excess of
        one
        hundred thousand dollars ($100,000) in the aggregate shall be entered or
        filed
        against the Company or any of its properties or other assets and shall remain
        unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or
        in
        any event later than five (5) days prior to the date of any proposed sale
        thereunder; or
 
 (i)  Bankruptcy,
        reorganization, insolvency or liquidation proceedings or other proceedings
        for
        relief under any bankruptcy law or any law for the relief of debtors shall
        be
        instituted by or against the Company and, if instituted against the Company,
        shall not be dismissed within sixty (60) days after such institution or the
        Company shall by any action or answer approve of, consent to, or acquiesce
        in
        any such proceedings or admit the material allegations of, or default in
        answering a petition filed in any such proceeding; or
 
 (j)  The
        Company shall have its Common Stock suspended or delisted from an exchange
        or
        over-the-counter market from trading for in excess of five (5) trading days;
        or
 
 (k)  Breach
        by
        the Company of its obligations under the Securities Purchase Agreement, the
        Registration Rights Agreement or any other agreement entered into on the
        date
        hereof between the Company and the Holder which is not cured by the Company
        within ten (10) days after receipt of written notice thereof.
  6
  Then,
        or
        at any time thereafter, and in each and every such case, unless such Event
        of
        Default shall have been waived in writing by the Holder (which waiver shall
        not
        be deemed to be a waiver of any subsequent default) at the option of the
        Holder
        and in the Holder's sole discretion, the Holder may consider all obligations
        under this Debenture immediately due and payable within five (5) days of
        notice,
        without presentment, demand, protest or notice of any kinds, all of which
        are
        hereby expressly waived, anything herein or in any note or other instruments
        contained to the contrary notwithstanding, and the Holder may immediately
        enforce any and all of the Holder's rights and remedies provided herein or
        any
        other rights or remedies afforded by law.
 
 Section
        3.02  **Failure
        to Issue Unrestricted Common Stock** **.** As
        indicated in Article III Section 3.01, a breach by the Company of its
        obligations under the Registration Rights Agreement shall be deemed an Event
        of
        Default, which if not cured within ten (10) days, shall entitle the Holder
        to accelerate full repayment of all debentures outstanding and accrued interest
        thereon or, notwithstanding any limitations contained in this Debenture and/or
        the Securities Purchase Agreement, to convert all debentures outstanding
        and
        accrued interest thereon into shares of Common Stock pursuant to Section
        1.02
        herein. The Company acknowledges that failure to honor a Notice of Conversion
        shall cause irreparable harm to the Holder.
  **ARTICLE
        IV.**
  Section
        4.01  **Rights
        and Terms of Conversion** **.** This
        Debenture, in whole or in part, may be converted at any time following the
        date
        of Closing (as defined in the Securities Purchase Agreement), into shares
        of
        Common Stock at a price equal to the Conversion Price as described in
        Section 1.02 above.
  Section
        4.02  **Re-issuance
        of Debenture** **.** When
        the
        Holder elects to convert a part of the Debenture, then the Company shall
        reissue
        a new Debenture in the same form as this Debenture to reflect the new principal
        amount.
  **ARTICLE
        V.**
  Section
        5.01  **Anti-dilution** **.** In
        the
        event that the Company shall at any time subdivide the outstanding shares
        of
        Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
        the Conversion Price in effect immediately prior to such subdivision or the
        issuance of such dividend shall be proportionately decreased, and in the
        event
        that the Company shall at any time combine the outstanding shares of Common
        Stock, the Conversion Price in effect immediately prior to such combination
        shall be proportionately increased, effective at the close of business on
        the
        date of such subdivision, dividend or combination as the case may
        be.
  7
  Section
        5.02  **Consent
        of Holder to Sell Capital Stock or Grant Security
        Interests** **.** So
        long
        as any of the principal of or interest on this Debenture remains unpaid and
        unconverted, the Company shall not, without the prior consent of the majority
        of
        the Holder(s), issue or sell (i)
        any
        Common Stock or preferred stock of the Company for consideration of less
        than
        the Conversion Price on the date of issuance or (ii) issue or sell any warrant,
        option, right, contract, call, or other security or instrument granting the
        holder thereof the right to acquire Common Stock or preferred stock of the
        Company for consideration of less than the Conversion Price on the date of
        issuance, (iii) enter into any security instrument granting the holder a
        security interest in any of the assets of the Company, or
        (iv)
        file any registration statement on Form S-8 . However,
        the Company may (i) issue options to its employees in an amount equal to
        15% of
        its then-outstanding shares of common stock pursuant to a valid stock option
        plan providing that such options are not issued at a price that is less than
        the
        market price of the common stock on the date of issuance; (ii) grant a security
        interest in any of its assets in connection with a bank credit facility or
        factoring arrangement; (iii) issue shares of Common Stock or securities
        convertible into Common Stock to a strategic partner pursuant to a joint
        venture
        or other similar agreement; or (iv) file a registration statement on a Form
        S-8
        for a valid stock option plan.
  **ARTICLE
        VI.**
  Section
        6.01  **Permitted
        Withholding.** The
        Company shall be entitled to withhold from all payments of principal of this
        Debenture any amounts required to be withheld under the applicable provisions
        of
        the United States income tax laws or other applicable laws at the time of
        such
        payments, and Holder shall execute and deliver all required documentation
        in
        connection therewith.
  Section
        6.02  **Absolute
        Obligation of the Company.** No
        provision of this Debenture shall alter or impair the obligation of the Company,
        which is absolute and unconditional, to pay the principal of this Debenture
        at
        the time, place, and rate, and in the coin or currency, herein prescribed.
        This
        Debenture is a direct obligation of the Company.
  Section
        6.03  **Transfer.** This
        Debenture has been issued subject to investment representations of the original
        purchaser hereof and may be transferred or exchanged only in compliance with
        the
        1933 Act, and other applicable state and foreign securities laws. In the
        event
        of any proposed transfer of this Debenture, the Company may require, prior
        to
        issuance of a new Debenture in the name of such other person, that it receive
        reasonable transfer documentation including legal opinions that the issuance
        of
        the Debenture in such other name does not and will not cause a violation
        of the
        1933 Act or any applicable state or foreign securities laws. Prior to due
        presentment for transfer of this Debenture, the Company and any agent of
        the
        Company may treat the person in whose name this Debenture is duly registered
        on
        the Company's Debenture Register as the owner hereof for the purpose of
        receiving payment as herein provided and for all other purposes, whether
        or not
        this Debenture be overdue, and neither the Company nor any such agent shall
        be
        affected by notice to the contrary.
  Section
        6.04  **Investment
        Purpose.** **** The
        Holder of the Debenture, by acceptance hereof, agrees that this Debenture
        is
        being acquired for investment and that such Holder will not offer, sell or
        otherwise dispose of this Debenture or the shares of Common Stock issuable
        upon
        conversion thereof except under circumstances which will not result in a
        violation of the 1933 Act or any applicable state Blue Sky or foreign laws
        or
        similar laws relating to the sale of securities.
  8
  Section
        6.05  **Limitations.** The
        Holder may not convert this Debenture to the extent such conversion would
        result
        in the Holder, together with any affiliate thereof, beneficially owning (as
        determined in accordance with Section 13(d) of the Securities Exchange Act
        of
        1934, as amended, and the rules promulgated thereunder) in excess of 4.999%
        of
        the then issued and outstanding shares of Common Stock held by such Holder
        after
        application of this Section. Since the Holder will not be obligated to report
        to
        the Company the number of shares of Common Stock it may hold at the time
        of a
        conversion hereunder, unless the conversion at issue would result in the
        issuance of shares of Common Stock in excess of 4.999% of the then outstanding
        shares of Common Stock without regard to any other shares which may be
        beneficially owned by the Holder or an affiliate thereof, the Holder shall
        have
        the authority and obligation to determine whether the restriction contained
        in
        this Section will limit any particular conversion hereunder and to the extent
        that the Holder determines that the limitation contained in this Section
        applies, the determination of which portion of the principal amount of Debenture
        are convertible shall be the responsibility and obligation of the Holder.
        If the
        Holder has delivered a Conversion Notice for a principal amount of Debenture
        that would result in the issuance of in excess of the permitted amount
        hereunder, without regard to any other shares that the Holder or its affiliates
        may beneficially own, the Company shall notify the Holder of this fact and
        shall
        honor the conversion for the maximum principal amount permitted to be converted
        on such Conversion Date and, at the option of the Holder, either retain any
        principal amount tendered for conversion in excess of the permitted amount
        hereunder for future conversions or return such excess principal amount to
        the
        Holder. The provisions of this Section may be waived by a Holder (but only
        as to
        itself and not to any other Holder) upon not less than 65 days prior notice
        to
        the Company. Other Holders shall be unaffected by any such waiver.
  Section
        6.06  **No
        Rights as Shareholder until Conversion.**  Nothing
        contained in this Debenture shall be construed as conferring upon the Holder
        the
        right to vote or to receive dividends or to consent or receive notice as
        a
        shareholder in respect of any meeting of shareholders or any rights whatsoever
        as a shareholder of the Company, unless and to the extent converted in
        accordance with the terms hereof.
  Section
        6.07  **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:
  9
  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
 
 Each
        party shall provide notice to the other party of any change in
        address.
 
 **Section
        6.08**  **Governing
        Law** **.** This
        Debenture shall be governed by and construed in accordance with the laws
        of the
        State of New York. Each of the parties consents to the jurisdiction of the
        federal courts whose districts encompass any part of the City of New York
        or the
        state courts of the State of New York sitting in the City of New York in
        connection with any dispute arising under this Debenture 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 the right to a trial by jury in connection with any dispute
        arising under this Debenture.
  **Section
        6.09**  **Severability** **.** The
        invalidity of any of the provisions of this Debenture shall not invalidate
        or
        otherwise affect any of the other provisions of this Debenture, which shall
        remain in full force and effect.
  **Section
        6.10**  **Entire
        Agreement and Amendments** **.** This
        Debenture represents the entire agreement between the parties hereto with
        respect to the subject matter hereof and there are no representations,
        warranties or commitments, except as set forth herein. This Debenture may
        be
        amended only by an instrument in writing executed by the parties
        hereto.
  10
  **Section
        6.11**  **Counterparts** **.** This
        Debenture may be executed in multiple counterparts, each of which shall be
        an
        original, but all of which shall be deemed to constitute on
        instrument.
  **Section
        6.12**  **Lost
        Documents** **.** Upon
        receipt by the Company of evidence satisfactory to it of the loss, theft,
        destruction or mutilation of this Debenture or any Debenture exchanged for
        it,
        and (in the case of loss, theft or destruction) of indemnity satisfactory
        to it,
        and upon surrender and cancellation of such Debenture, if mutilated, the
        Company
        will make and deliver in lieu of such Debenture a new Debenture of like tenor
        and unpaid principal amount and dated as of the original date of this
        Debenture.
  [ *Remainder
        of page intentionally left blank* ]
  11
  **IN
        WITNESS WHEREOF** ,
        with
        the intent to be legally bound hereby, the Company as executed this Debenture
        as
        of the date first written above.
  **SIONIX:**By:Name:Title:
 
 12
  **EXHIBIT
        A**
  **NOTICE
        OF CONVERSION**
  **(To
        be executed by the Holder in order to Convert the
        Debenture)**
  **TO:**
 
 The
        undersigned hereby irrevocably elects to convert $      of the
        principal amount of the above Debenture into Shares of Common Stock of Sionix
        Corporation, according to the conditions stated therein, as of the Conversion
        Date written below.
  **Conversion
                  Date:****Applicable
                  Conversion Price:****Signature:****Name:****Address:****Amount
                  to be converted:**
              $**Amount
                  of Debenture unconverted:**
              $**Conversion
                  Price per share:**
              $**Number
                  of shares of Common Stock to be issued:****Please
                  issue the shares of Common Stock in the following name and to the
                  following address:****Issue
                  to:****Authorized
                  Signature:****Name:****Title:****Phone
                  Number:****Broker
                  DTC Participant Code:****Account
                  Number:**
 
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