SIONIX
      CORPORATION

    2082
      Michelson Dr., Suite 306

    Irvine,
      Ca. 92612

    


    October
      14, 2008

    


    R.J.
      Metal Co.

    18032
      Lemon Dr. (PMB 137)

    Yorba
      Linda, Ca. 92886

    


    Re:
      Purchase
      of Equipment

    


    Gentlemen:

    


    This
      letter serves as the agreement of Sionix Corporation (“Sionix”) to pay for R.J.
      Metal Co. (“R.J. Metal”) invoice #0154, relating to the sale of all machinery
      and tooling listed on Schedule
      I
      attached
      to this letter (the “Equipment”), for a price of U.S. $125,000, payable in
      restricted common stock of Sionix, at a price of $0.15 per share.

    


    Accordingly,
      R.J. Metal hereby conveys to Sionix possession and all right, title and interest
      in and to the Equipment, in consideration of Sionix’ issuance to the individuals
      named below (each, a “Recipient”, collectively, the “Recipients”) the number of
      shares of common stock of Sionix set forth opposite each of their names
      (collectively, the “Shares”):

    


    
      	
              Joseph
                Anderson

            	 	 	
              325,000 shares

            	 
	 	 	 	 	 
	
              Rodney Anderson

            	 	 	
              300,000 shares

            	 
	 	 	 	 	 
	
              Robert Hanson

            	 	 	
              208,334 shares

            	 
	 	 	 	                                  	 
	
              Total:

            	 	 	
              833,334 shares

            	 


    

    


    Each
      Recipient acknowledges and agrees as follows: 

    


    The
      Shares have not been registered under the Securities Act of 1933 (the “Act”) and
      are being issued to the Recipient in reliance upon the exemption from such
      registration provided by Section 4(2) of the Act for transactions by an issuer
      not involving any public offering. The Recipient hereby confirms that the
      Recipient has been informed that the Shares are restricted securities under
      the
      Act and may not be resold or transferred unless the Shares are first registered
      under the federal securities laws or unless an exemption from such registration
      is available. Accordingly, the Recipient hereby acknowledges that the Recipient
      is prepared to hold the Shares for an indefinite period and that the Recipient
      is aware that Rule 144 promulgated under the Act, which exempts certain resales
      of restricted securities, is not presently available to exempt the resale of
      the
      Shares from the registration requirements of the Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      stock
      certificates for the Shares shall be endorsed with substantially the following
      restrictive legends:

    


    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended. The shares may not be sold or offered for
      sale in the absence of (a) an effective registration statement for the shares
      under such Act, or (b) an
      opinion of counsel of Sionix
      that registration under such Act is not required with respect to such sale
      or
      offer.”

    


    Each
      recipient represents and warrants to Sionix as follows:

    


    (a) The
      Recipient has adequate means of providing for his current financial needs and
      possible contingencies, and has no present need, and anticipates no need in
      the
      foreseeable future, to sell any Shares. The Recipient is able to bear the
      economic risk of acquiring his portion of the Shares, and consequently, without
      limiting the generality of the foregoing, the Recipient is (a) able to hold
      his
      portion of the Shares for an indefinite period of time, and (b) has a sufficient
      net worth to sustain a loss of the Recipient’s entire investment in his portion
      of the Shares.

    


    (b) The
      Recipient has
      a
      preexisting personal or business relationship with Sionix or one or more of
      its
      officers, directors or controlling persons, or by reason of the Recipient’s
      business or financial experience or the business or financial experience of
      his
      professional advisors who are unaffiliated with and who are not compensated
      by
      Sionix or any affiliate or selling agent of Sionix, directly or indirectly,
      could be reasonably assumed to have the capacity to protect his own interests
      in
      connection with his acquisition of the Shares.  

     

    (c) The
      Recipient confirms that acquisition of the Shares was not offered to the
      Recipient by any means of general solicitation or general
      advertising.

    


    (d) The
      Recipient is acquiring his portion of the Shares for his own account, for
      investment purposes only, and not with a view to the resale or other
      distribution thereof, in whole or in part, except in accordance with the Act.
      

    


    (e) The
      Recipient has received and reviewed copies of Sionix’ (i) Annual Report on Form
      10-KSB for the fiscal year ended September 30, 2007, including without
      limitation the section entitled Risk Factors contained therein; (ii) Quarterly
      Reports on Form 10-QSB and 10-Q for the quarters ended December 31, 2007 and
      March 31, 2008, respectively; and (iii) Current Reports on Form 8-K filed with
      the SEC since March 31, 2008, including, without limitation, Current Reports
      (and any amendments thereto) describing the pending restatement of the Company’s
      financial statements for the fiscal year ended September 30, 2007 and the
      quarters ended December 31, 2007 and March 31, 2008, all of which are available
      for review on the SEC’s website at www.sec.gov.
      

    


    [SIGNATURES
      FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof and supersedes any prior agreements with respect
      such subject matter. This agreement may be executed in counterparts, each of
      which when taken together shall constitute a single binding agreement. This
      agreement shall be governed by the laws of the State of California, and venue
      for any legal action arising out of this agreement shall be in the state or
      federal courts sitting in the City of Los Angeles, California.

    


    
      	
              Kind
                regards,

            
	 
	   

	
              James
                Houtz

            
	
              Chief
                Executive Officer

            


    

    


    ACKNOWLEDGED
      AND AGREED:

    


    
      	
              R.J.
                Metal Co.

            
	 
	
              By:

            	  

	
              Name:

            
	
              Title:

            
	 
	 
	  

	
              Joseph
                M. Anderson

            
	 
	 
	  

	
              Rodney
                L. Anderson

            
	 
	 
	  

	
              Robert
                A. Hanson

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    

      RJ
        Metal Complete Inventory

      


      
        	
                Equipment
                  & Tools & Cabinets

              	 	
                $

              	
                105,925.00

              	 
	 	 	 	 	 
	
                Lathe
                  Tools Carbide Holders

              	 	
                $

              	
                1,780.00

              	 
	 	 	 	 	 
	
                End
                  Mills

              	 	
                $

              	
                8,860.00

              	 
	 	 	 	 	 
	
                Fly
                  Cutters

              	 	
                $

              	
                750.00

              	 
	 	 	 	 	 
	
                Collets
                  & Holders

              	 	
                $

              	
                3,800.00

              	 
	 	 	 	 	 
	
                Specialty
                  Reamers

              	 	
                $

              	
                1,010.00

              	 
	 	 	 	 	 
	
                Deming
                  Drills

              	 	
                $

              	
                727.00

              	 
	 	 	 	 	 
	
                Long
                  Drills

              	 	
                $

              	
                2,379.00

              	 
	 	 	 	 	 
	
                Grand
                  Total

              	 	
                $

              	
                125,231.00

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      RJ
        Metal Products

      


      Equipment
        & Tools & Cabinets

      


      
        	
                1.
                  Kondia Power Mill

              	 	
                $

              	
                4,500.00

              	 
	
                2.
                  Supermax-Mill

              	 	
                $

              	
                7,200.00

              	 
	
                3.
                  Engine Lathe 30”x6’

              	 	
                $

              	
                12,500.00

              	 
	
                4.
                  35 Ton Punch Press

              	 	
                $

              	
                4,500.00

              	 
	
                5.
                  P1-2 Gorton Engraver

              	 	
                $

              	
                2,000.00

              	 
	
                6.
                  Deckel Pentagraph (GK21)

              	 	
                $

              	
                5,500.00

              	 
	
                7.
                  Glass Bead Sand Blaster

              	 	
                $

              	
                500.00

              	 
	
                8.
                  12” Cutoff Saw

              	 	
                $

              	
                1,400.00

              	 
	
                9.
                  BridgePort#2

              	 	
                $

              	
                11,000.00

              	 
	
                10.
                  Max Drill Press

              	 	
                $

              	
                300.00

              	 
	
                11.
                  Rockwell Drill Press

              	 	
                $

              	
                250.00

              	 
	
                12.
                  16” Abror Press

              	 	
                $

              	
                350.00

              	 
	
                13.
                  Rofer Whitney Station Punch

              	 	
                $

              	
                1,000.00

              	 
	
                14.
                  15” Rotary Table

              	 	
                $

              	
                500.00

              	 
	
                15.
                  Tri-Arc(160)Meg Welder

              	 	
                $

              	
                800.00

              	 
	
                16.
                  Hobart Porta Wire Meg Welder

              	 	
                $

              	
                2,000.00

              	 
	
                17.
                  Miller Watermate Chiller (1A)

              	 	
                $

              	
                2,000.00

              	 
	
                18.
                  Cobra Matic Meg Welder

              	 	
                $

              	
                2,500.00

              	 
	
                19.
                  Hobart Porta-Wire Meg Welder

              	 	
                $

              	
                1,500.00

              	 
	
                20.
                  Surface Grinder 12”

              	 	
                $

              	
                2,200.00

              	 
	
                21.
                  Mojave 4’x8’x10” Surface Plate

              	 	
                $

              	
                2,500.00

              	 
	
                22.
                  Standridge 3’x4’x10” Surface Plate

              	 	
                $

              	
                900.00

              	 
	
                23.
                  24”x18”x3” Surface Plate

              	 	
                $

              	
                400.00

              	 
	
                24.
                  Amer Brown 12” Cold Saw

              	 	
                $

              	
                2,500.00

              	 
	
                25.
                  Dbl. Wheel Pedestal Tool Grinder

              	 	
                $

              	
                250.00

              	 
	
                26.
                  42” x 1” Belt Sander

              	 	
                $

              	
                100.00

              	 
	
                27.
                  End Mill Grinder

              	 	
                $

              	
                100.00

              	 
	
                28.
                  Deckel Tool Grinder

              	 	
                $

              	
                2,450.00

              	 
	
                29.
                  Combo (12” Disk) (6x48” Belt) Grinder

              	 	
                $

              	
                100.00

              	 
	
                30.
                  Engraving Number Set Cabinet

              	 	
                $

              	
                500.00

              	 
	
                31.
                  Shop Vacs $40.0ea x 2 =

              	 	
                $

              	
                80.00

              	 
	
                32.
                  Large Mill Vices $350.00ea x 4 =

              	 	
                $

              	
                1,500.00

              	 
	
                33.
                  360 degree Swivel Vice

              	 	
                $

              	
                350.00

              	 
	
                34.
                  360 degree Swivel / Angel/ vise

              	 	
                $

              	
                400.00

              	 
	
                35.
                  Precision Dividing Head

              	 	
                $

              	
                400.00