Exhibit
      10.1

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED
      HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
      OR
      AN EXEMPTION THEREFROM UNDER SAID ACT. 

     

    SIONIX
      CORPORATION

     

    AMENDED
      AND RESTATED CONVERTIBLE PROMISSORY NOTE

     

    
      	
              $_________________

            	
              January
                22, 2008

            


    

     

    This
      Amended and Restated Convertible Promissory Note amends and restates in its
      entirety the Convertible Promissory Note dated June 6, 2007, in the principal
      amount of $___________, made by the Company in favor of the Holder (each as
      defined below).

     

    SIONIX
      CORPORATION (the
      “Company”),
      a
      Nevada corporation, for value received, promises to pay to
      ______________________, a _______________ having a place of business at
      __________________________________, or its assign (___________________ or its
      assign is hereinafter referred to as the “Holder”)
      the
      principal sum of ________________ ($_____________) (the “Principal
      Amount”),
      plus
      simple interest thereon accruing from June 6, 2007 at the rate of ten percent
      (10.00%) per annum (the “Base
      Rate”),
      and
      such interest to be payable at the Maturity Date (as hereinafter defined) or
      upon the earlier acceleration of this Note as provided herein, provided that,
      upon an Event of Default (as defined below), the interest rate shall increase
      to
      the lower of twelve percent (12%) per annum or the maximum amount allowed by
      law
      to be charged for interest hereunder (the “Default
      Rate”),
      and
      continuing up through the date on which such Event of Default is cured to
      Holder’s satisfaction, after which the interest rate shall return to the Base
      Rate. 

     

    This
      Note
      will automatically mature and the entire outstanding Principal Amount, together
      with all unpaid and accrued interest, shall become due and payable upon the
      earlier of (i) the occurrence of an Event of Default or (ii) the Maturity Date,
      unless, prior to such time, this Note shall have been converted into shares
      of
      the Company’s capital stock pursuant to Section 1
      hereof.
      As used herein, “Maturity
      Date”
means
      such date, which shall be a Business Day (as hereinafter defined) that is not
      sooner than December 31, 2008, as the Holder may specify in written notice
      delivered to the Company not less than thirty (30) days prior to such specified
      date, and “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which banking institutions
      are authorized or required to be closed in New York, New York. The Company
      may
      not prepay this Note or any portion hereof (including, without limitation,
      any
      accrued but unpaid interest) except with the prior written consent of the
      Holder.

     

    Payments
      of both the Principal Amount and interest are to be made to the Holder in lawful
      money of the United Sates of America at the address of the Holder set forth
      in
Section 7(d)
      below or
      at such other place in the United States as the Holder shall designate to the
      Company in writing. Interest on this Note shall be computed on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    The
      following is a statement of the rights of the Holder and the conditions to
      which
      this Note is subject, and to which the Holder, by the acceptance of this Note,
      agrees:

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    1.  
Conversion.

     

    (a)  Optional
      Conversion.
      At any
      time prior to the payment of this Note in full, the outstanding Principal Amount
      and accrued and unpaid interest of this Note may be converted in whole or in
      part, at the option of the Holder, into (i) shares of common stock of the
      Company (“Common
      Stock”)
      at a
      conversion price of one cent ($0.01) per share (the “Conversion
      Price”)
      or
      (ii) shares of any equity security issued by the Company at a conversion price
      equal to the price at which such security is sold to any other party;
provided,
      however,
      that
      the Conversion Price shall be adjusted in accordance with Sections
      1(b),
      (c),
      (d)
      and
(e)
      hereof,
      and the Company shall deliver notice of such adjustment to the Holder in
      accordance with Section
      1(f)
      hereof.
      Notwithstanding anything contained herein to the contrary, the Holder’s right to
      convert this Note, or any portion or portions hereof, shall be subject to such
      conditions as are set forth in
      Exhibit B
      attached
      hereto and made a part hereof. 

     

    (b)  Adjustments
      to Conversion Price.
      In the
      event the Company shall at any time while this Note or any portion hereof
      remains outstanding issue Additional Shares of Common Stock (as hereinafter
      defined), without consideration or for a consideration per share less than
      the
      Conversion Price in effect immediately prior to such issue (“Dilutive
      Issuance”),
      then
      the Conversion Price shall be adjusted to the lowest issuance of each Dilutive
      Issuance, provided
      that
      if such
      issuance or deemed issuance was without consideration, then the Company shall
      be
      deemed to have received an aggregate of one tenth of one cent ($0.001) of
      consideration for all such Additional Shares of Common Stock issued or deemed
      to
      be issued. For
      purposes of the foregoing paragraph, “Additional
      Shares of Common Stock”
shall
      mean any issuances of equity securities (or securities convertible into equity
      securities) of the Company, other than the following: 

     

    (i)  shares
      of
      Common Stock issued or issuable by reason of a dividend, stock split, split-up
      or other distribution of shares of Common Stock as described in Section
      1(c),
      (d)
      or
(e)
      hereof;


     

    (ii)  up
      to
      14,229,200 shares of Common Stock actually issued upon the exercise of stock
      options;

     

    (iii)  up
      to an
      additional 13,981,770 shares of Common Stock (for a total of 28,210,970,
      including the stock option grants set forth in (ii) above) actually issued
      upon
      the exercise, exchange or conversion of options, warrants, convertible and
      other
      securities outstanding as of the date hereof and as set forth on Exhibit
      A
      attached
      hereto and made a part hereof, in each case provided such issuance is pursuant
      to the terms of such option or convertible security;

     

    (iv)  shares
      of
      the Company’s Common Stock issued in connection with a financing with a
      commercial bank or other lending institution as approved by the Board of
      Directors of the Company; 

     

    (v)  shares
      of
      Common Stock of the Company issued pursuant to a merger or consolidation with
      another party so long as the Company is the surviving entity, and provided
      that
      such merger or acquisition does not result in the transfer of fifty percent
      (50%) or more of the outstanding securities of the Company; or

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (vi)  shares
      of
      Common Stock issued in connection with a transaction where the Holder has
      indicated in writing that such transaction should be exempt from the
      anti-dilution adjustment provisions hereof.

     

    (c)  Adjustment
      for Stock Splits and Combinations.
      If the
      Company, at any time while this Note or any portion hereof remains outstanding,
      shall split, subdivide or combine the outstanding shares of Common Stock into
      a
      different number of shares of Common Stock, then (i) in the case of a split
      or
      subdivision, the Conversion Price for such securities shall be proportionately
      decreased and the shares of Common Stock issuable upon conversion of this Note
      shall be proportionately increased, and (ii) in the case of a combination,
      the
      Conversion Price shall be proportionately increased and the securities issuable
      upon conversion of this Note shall be proportionately decreased.

     

    (d)  Adjustments
      for Dividends in Stock or Other Securities or Property.
      If,
      while this Note or any portion hereof remains outstanding and unexpired, the
      holders of Common Stock, as applicable, shall have received or, on or after
      the
      record date fixed for the determination of eligible stockholders, shall have
      become entitled to receive, without payment therefor, additional shares of
      Common Stock, as applicable, by way of dividend, then and in each case this
      Note
      shall represent the right to convert, in addition to the number of shares of
      the
      security receivable upon exercise of this Note, and without payment of any
      additional consideration therefor, the amount of such additional shares of
      Common Stock, as applicable, that such holder would hold on the date of such
      conversion had it been the holder of record of that number of shares of Common
      Stock, as applicable, receivable upon exercise of this Note on the date hereof
      and had thereafter, during the period from the date hereof to and including
      the
      date of such exercise, retained such shares and/or all other additional stock
      available by it as aforesaid during such period, giving effect to all
      adjustments called for during such period by the provisions of this Section
      1.

     

    (e)  Reclassification,
      etc.
      If the
      Company, at any time while this Note or any portion hereof remains outstanding
      and unexpired, by reclassification of securities or otherwise, shall change
      any
      of the securities as to which conversion rights under this Note exist into
      the
      same or a different number of securities of any other class or classes, this
      Note shall thereafter represent the right to acquire such number and kind of
      securities as would have been issuable as the result of such change with respect
      to the securities that were subject to the purchase rights under this Note
      immediately prior to such reclassification or other change and the Conversion
      Price therefor shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section
      1.

     

    (f)  Notices.
      Whenever the Conversion Price or number of shares purchasable hereunder shall
      be
      adjusted pursuant to subsection
      1(b),
      (c),
      (d)
      or
(e)
      hereof,
      the Company shall promptly issue a certificate to the Holder, signed by the
      Chief Financial Officer of the Company, setting forth, in reasonable detail,
      the
      event requiring the adjustment, the amount of the adjustment, the method by
      which the adjustment was calculated and the Conversion Price and number of
      shares issuable hereunder after giving effect to such adjustment.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    2.  
Mechanics
      of Conversion.

     

    (a)  Fractional
      Shares.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      In lieu of any fractional shares to which the Holder would otherwise be
      entitled, the Company shall pay cash equal to such fraction multiplied by the
      Conversion Price.

     

    (b)  Stock
      Certificates.
      The
      Company shall, as soon as practicable thereafter, issue and deliver to the
      Holder, or to its nominee or nominees, a certificate or certificates for the
      number of shares of Common Stock to which it shall be entitled as aforesaid.
      Such conversion shall be deemed to have been made, as applicable, immediately
      prior to the close of business on the date of the closing of the transaction
      which causes the automatic conversion set forth above in Section 1.
      The
      person or persons entitled to receive the shares of Common Stock issuable upon
      such conversion shall be treated for all purposes as the record holders of
      such
      shares of Common Stock on such date.

     

    3.  
Default
      and Remedies.

     

    (a)  Event
      of Default.
      An
“Event
      of Default”
shall
      exist under this Note upon the happening of any of the following events or
      conditions, without demand or notice from the Holder:

     

    (i)  failure
      to make any payments required hereunder within three (3) business days of (A)
      such payment becoming due or (B) following notice given in accordance with
      the
      terms of this Note;

     

    (ii)  failure
      to observe or perform any of the agreements, warranties, representations or
      covenants in this Note, which failure results in a material adverse effect
      upon
      the Company and is not cured within thirty (30) days after the receipt of
      written notice thereof by the Holder;

     

    (iii)  any
      petition in bankruptcy being filed by or against the Company or any proceedings
      in bankruptcy, insolvency or under any other laws relating to the relief of
      debtors being commenced for the relief or readjustment of any indebtedness
      of
      the Company, either through reorganization, composition, extension or otherwise,
      and which, in the case of any involuntary proceedings, shall be acquiesced
      to by
      the Company or shall continue for a period of ninety (90) days undismissed,
      undischarged or unbonded;

     

    (iv)  the
      making by the Company of an assignment for the benefit of creditors, which
      assignment results in a material adverse effect upon the Company and is not
      cured within thirty (30) days after the receipt of written notice thereof by
      the
      Holder; 

     

    (v)  the
      appointment of a receiver of any property of the Company which shall not be
      vacated or removed within ninety (90) days after appointment; or

     

    (vi)  upon
      the
      date thirty (30) days following the occurrence of any event of default under
      the
      terms of any of the Company’s indebtedness or the acceleration of any
      indebtedness of the Company, which occurrence or acceleration results in a
      material adverse effect upon the Company.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (b)  Remedies.
      Upon
      the occurrence of an Event of Default under Section
      3(a)
      hereof,
      at the option and upon the declaration of the Holder, the entire unpaid
      Principal Amount and accrued and unpaid interest on this Note shall, without
      presentment, demand, protest or notice of any kind, all of which are hereby
      expressly waived, be forthwith due and payable, and the Holder may immediately
      and without expiration of any period of grace, enforce payment of all amounts
      due and owing under this Note and exercise any and all other remedies granted
      to
      it at law, in equity or otherwise. 

     

    4.  
Charges,
      Taxes and Expenses.
      Issuance of a certificate for shares of Common Stock upon the conversion of
      this
      Note shall be made without charge to the Holder for any issue or transfer tax
      or
      other incidental expense in respect of the issuance of such certificate, all
      of
      which taxes and expenses shall be paid by the Company, and such certificate
      shall be issued in the name of the Holder, or such certificates shall be issued
      in such name or names as may be directed by the Holder; provided,
      however,
      that in
      the event certificates for shares of Common Stock (or replacement Notes) are
      to
      be issued in a name other than the name of the Holder, this Note when
      surrendered for exercise or transfer shall be accompanied by the Assignment
      Form
      attached hereto duly executed by the Holder; and provided further,
      that
      upon any transfer involved in the issuance or delivery of any certificates
      for
      shares of Common Stock or replacement the Note, the Company may require, as
      a
      condition thereto, the payment of a sum sufficient to reimburse it for any
      transfer tax incidental thereto. Any transfer shall be subject to (i) the
      transferee’s agreement in writing to be subject to the applicable terms of this
      Note and (ii) compliance with all applicable state and federal securities
      laws (including the delivery of investment representation letters, legal
      opinions and market stand-off agreements reasonably
      satisfactory to the Company, if such are requested by the Company). The Holder
      agrees that the Holder shall execute such documents, and perform such acts,
      which are reasonably required to assure that the conversion hereof is
      consummated in compliance with all applicable laws.

     

    5.  
No
      Rights as Stockholder.
      This
      Note does not entitle the Holder to any voting rights or other rights as a
      stockholder of the Company prior to the conversion hereof.

     

    6.  
Loss,
      Theft or Destruction of Note.
      Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft or destruction of this Note and of indemnity or security reasonably
      satisfactory to it, the Company will make and deliver a new Note, which shall
      carry the same rights to interest (unpaid and to accrue) carried by this Note,
      stating that such Note is issued in replacement of this Note, making reference
      to the original date of issuance of this Note (and any successors hereto) and
      dated as of such cancellation.

     

    7.  
Miscellaneous.

     

    (a)  Issue
      Date; Governing Law.
      The
      provisions of this Note shall be construed and shall be given effect in all
      respect as if it had been issued and delivered by the Company on the earlier
      of
      June 6, 2007 or the date of issuance of any Note for which this Note is issued
      in replacement. This Note shall be binding upon any successors or assigns of
      the
      Company. This Note shall constitute a contract under the laws of the State
      of
      New York and for all purposes shall be construed in accordance with and governed
      by the laws of said state.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (b)  Restrictions.
      The
      Holder acknowledges that the shares of capital stock acquired upon the
      conversion of this Note will be subject to restrictions upon resale imposed
      by
      state and federal securities laws.

     

    (c)  Assignment.
      Neither
      this Note nor any of the rights, interests or obligations hereunder may be
      assigned, by operation of law or otherwise, in whole or in part by the Holder
      to
      any person or entity without the prior written consent of the Company, except
      (assuming compliance with applicable state and federal securities laws) in
      connection with an assignment in whole to an affiliate of the Holder or to
      a
      successor corporation to the Holder resulting from a merger or consolidation
      of
      the Holder with or into another corporation or the sale of all or substantially
      all of the Holder’s properties and assets. Effective upon any such assignment,
      the person or entity to whom such rights, interests and obligations were
      assigned shall have and exercise all of the Holder’s rights, interest and
      obligations hereunder as if such person or entity were the original Holder
      of
      this Note.

     

    (d)  Notices.
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      given upon personal delivery or upon the seventh day following mailing by
      registered airmail (or certified first class mail if both the addresser and
      addressee are located in the United States), postage prepaid and addressed
      to
      the parties as follows:

     

    
      	
              To
                the Company:

            	
              SIONIX
                Corporation

            
	
            	
              Airport
                Tower Plaza

            
	 	
              2082
                Michelson Drive Suite 304

            
	 	
              Irvine,
                CA 92612

            
	 	
              Attn:
                Richard Papalian, CEO

            
	 	 
	
              To
                the Holder:

            	
              At
                the address of the Holder set forth above or at such other address
                of
                which the Holder has given the Company written
                notice

            


    

     

    or
      to
      such other single place as any single addressee shall designate by written
      notice to the other addressee.

     

    
      	(e)      
               	
              Choice
                of Venue; Waiver of Right to Jury Trial.
                

            


    

     

    (i)  THIS
      NOTE
      AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE DEEMED MADE,
      EXECUTED, PERFORMED AND CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
      LAW
      OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
      NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
      STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED
      IN
      THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS NOTE, EACH PARTY
      HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
      AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
      EACH PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS
      LACK
      PERSONAL JURISDICTION OVER SUCH PARTY, AND AGREES NOT TO PLEAD OR CLAIM IN
      ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE BROUGHT IN ANY OF THE
      AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
      PARTY. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT
      OF
      ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
      OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY
      SUCH
      PARTY AT ITS ADDRESS FOR NOTICES AS PROVIDED HEREIN, SUCH SERVICE TO BECOME
      EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PARTY HEREBY IRREVOCABLY WAIVES
      ANY
      OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
      NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT
      SUCH
      SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL
      AFFECT THE RIGHT OF THE PARTY UNDER THIS NOTE TO SERVE PROCESS IN ANY OTHER
      MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
      AGAINST ANY PARTY IN ANY OTHER JURISDICTION.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    (ii)  EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE
      TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING
      OUT OF OR IN CONNECTION WITH THIS NOTE BROUGHT IN THE COURTS REFERRED TO IN
      CLAUSE (i) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
      OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
      SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    (iii)  EACH
      OF
      THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
      JURY
      IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
      NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    (f)  
Enforcement.
      The
      Company shall pay all reasonable fees and expenses incurred by the Holder in
      the
      enforcement in any of the Company’s obligations hereunder not performed when
      due. In the event of a dispute with regard to the interpretation of this Note,
      the prevailing party shall be entitled to collect the cost of attorney’s fees,
      litigation expenses or such other expenses as may be incurred in the enforcement
      of the prevailing party’s rights hereunder.

     

    (g)  
Amendment
      or Waiver.
      This
      Note may only be amended with the prior written consent of the Holder and the
      Company.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Convertible Promissory Note
      to
      be executed by its officer thereunto duly authorized.

     

    COMPANY:

     

    SIONIX
      CORPORATION

     

    


     

    By:__________________________

    Name:
      Richard Papalian

    Title:  
      CEO

    


     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
EXHIBIT
      A

     

    Excluded
      Shares Of Common Stock

     

    SIONIX
      CORPORATION

    Shares
      Issued & To Be Issued

    


    
      	
              Issued
                & Outstanding per Books

            	 	 	 	 	 	
              103,505,622

            	 
	 	 	 	 	 	 	 	 
	
              2001
                Employee Stock Option Plan -

            	 	 	 	 	 	
              7,885,572

            	 
	
              SEC
                Form S-8 Dated 7/3/02

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Stock
                Options 

            	 	 	 	 	 	 	 
	
              James
                J. Houtz - (308,550/Qtr. X 20)

            	 	 	
              6,171,000

            	 	 	 	 
	
              Joan
                C. Houtz - (13,997/Qtr. X4)

            	 	 	
              55,988

            	 	 	 	 
	
              Robert
                E. McCray (29,160/Qtr. X4)

            	 	 	
              116,640

            	 	 	
              6,343,628

            	 
	 	 	 	 	 	 	 	 
	
              Stock
                Bonus Shares Returned

            	 	 	 	 	 	
              7,349,204

            	 
	 	 	 	 	 	 	 	 
	
              Purchase
                of R. J. Metals

            	 	 	 	 	 	
              2,769,230

            	 
	 	 	 	 	 	 	 	 
	
              Advisory
                Board Compensation

            	 	 	 	 	 	
              2,400,000

            	 
	 	 	 	 	 	 	 	 
	
              Shares
                for Cash/Option - Unissued

            	 	 	 	 	 	
              1,463,336

            	 
	 	 	 	 	 	 	 	 
	
              Total
                Shares To Be Issued

            	 	 	 	 	 	
              28,210,970

            	 
	 	 	 	 	 	 	 	 
	
              Total
                Shares Issued & To Be Issued

            	 	 	 	 	 	
              131,716,592

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Issued
                & Outstanding per Registrar

            	 	 	 	 	 	
              102,524,186

            	 
	 	 	 	 	 	 	 	 
	
              Add:
                Shares for Cash - Unissued

            	 	 	 	 	 	
              1,463,336

            	 
	 	 	 	 	 	 	 	 
	
              Sub-Total

            	 	 	
              
              

            	 	 	
              103,987,522

            	 
	 	 	 	 	 	 	 	 
	
              Less:
                Cert. #1567 - J. Moorehead - Held

            	 	 	 	 	 	
              -481,900

            	 
	 	 	 	 	 	 	 	 
	
              Total
                Issued & Outstanding Shares

            	 	 	 	 	 	
              103,505,622

            	 


    

    


     

    And
      such
      additional shares as may be issued or issuable upon the exercise of any Secured
      Convertible Promissory Notes issued pursuant to that certain Secured Convertible
      Note Purchase Agreement, dated as of October 18, 2006, by and among the Company
      and certain purchasers identified therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    EXHIBIT
      B

     

    Condition
      to Exercise of Conversion Rights

     

    Notwithstanding
      anything in this Note to the contrary, the Holder shall be entitled to exercise
      the conversion rights under this Note with respect to the entire $_____________
      original principal amount hereof (plus the amount of accrued and unpaid interest
      on such amount) only upon and following the date when the gross proceeds
      received by the Company after December 30, 2007 and before December 31, 2008,
      which are retained by the Company as operating capital, from or with respect
      to
      any financing or financings (in any form, whether equity or debt, including
      any
      financing(s) provided by any bank or other institutional lender), or joint
      venture, purchase order, leasing agreement or licensing agreement, shall
      aggregate at least $2,000,000.  

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    NOTICE
      OF CONVERSION

     

    (To
      convert the foregoing Note, execute this form and supply required
      information.)

     

    To: SIONIX
      CORPORATION

     

    (1) 
The
      undersigned hereby elects to convert the attached Convertible Promissory Note
      (the “Note”) into:

     

    
      	
              ________

            	
              __________
                shares of Common Stock of SIONIX CORPORATION pursuant to Section
                1(a) and
                the other applicable terms of the attached Note at a Conversion Price
                of $
                _______ per share (originally $0.01); or

            
	 	 
	
              ________

            	
              __________
                shares of ___________ of SIONIX CORPORATION pursuant to Section 1(a)
                and
                the other applicable terms of such Note at a Conversion Price of
                $ _____
                per share.

               

            


    

     

    (2) In
      converting this Note, the undersigned hereby confirms and acknowledges that
      the
      securities being issued hereby are being acquired solely for the account of
      the
      undersigned and not as a nominee for any other party, or for investment, and
      that the undersigned will not offer, sell or otherwise dispose of any such
      securities, except under circumstances that will not result in a violation
      of
      the Securities Act of 1933, as amended, or any applicable state securities
      laws.

     

    (3) Please
      issue a certificate or certificates representing said securities in the name
      of
      the undersigned: 

     

    
      


      
        	
              	 	_____________________
	
              	
              	
                (Name)

              


      

    

     

    (4) Capitalized
      terms used herein shall have the meanings ascribed to them in the
      Note.

     

    
      	_______________ 	 	_____________________
	
              (Date)

            	
            	
              (Signature)

            
	 	 	 
	 	 	_____________________
	 	 	
              (Print
                Name)

            


    

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ASSIGNMENT
      FORM

     

    (To
      be
      signed only upon assignment of the Note)

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto the assignee
      named below all of the rights of the undersigned represented by the attached
      Note with respect to the amount of principal covered by such Note set forth
      below: 

    


    
      
        

      

    

    (Name
      and
      Address of Assignee Must be Printed or Typewritten)

    


    
      	
              _________________

            	
              _____________________________

            	
              ______________

            
	
              Social
                Security No.

            	
              Address

            	
              Principal
                Amount

            
	
              or
                Tax ID No.

            	 	 


    

    


    and
      does
      hereby irrevocably constitute and appoint _________ Attorney to transfer said
      Note on the books of the Company, with full power of substitution in the
      premises.

     

    Dated:
      

    


    _________________________

    Signature
      of Registered Holder

    


    Note:
      The
      signature on this assignment must correspond with the name of the Holder as
      it
      appears upon the face of the Note in every particular, without alteration or
      enlargement or any change whatever.