NOTICE
      OF GRANT OF STOCK OPTION

    


    Notice
      is
      hereby given of the following option grant (the “Option”) to purchase shares of
      the common stock, par value $0.001 per share (the “Common Stock”), of Sionix
      Corporation, a Nevada corporation (the “Corporation”):

    


    
      	
              Optionee:

            	 	
              Richard
                Papalian

            
	
              Grant
                Date:

            	 	
              December
                19, 2007

            
	
              Vesting
                Commencement Date:

            	 	
              December
                19, 2007

            
	
              Number
                of Option Shares:

            	 	
              8,539,312

            
	
              Expiration
                Date:

            	 	
              December
                19, 2012

            
	
              Type
                of Option:

            	 	
              Non-Qualified
                Stock Option

            
	
              Exercise
                Price Per Share:

            	 	
              $0.25
                

            
	
              Vesting
                Schedule:

            	 	
              Except
                as provided in the Stock Option Agreement, the number of vested Option
                Shares as of any date is determined by multiplying the Number of
                Option
                Shares by the “Vested Ratio” determined as of such date as
                follows:

            
	 	 	 	 	
              Vested
                Ratio

            
	 	 	
              Grant
                Date

            	 	
              30%

            
	 	 	
               

              Upon
                the Corporation’s Market Capitalization exceeding $50,000,000 for 15
                consecutive trading days, in no event later than the earlier of (i)
                the
                first anniversary of the end of the Term and (ii) the fifth anniversary
                of
                the Grant Date.

            	 	
              20%

            
	 	 	
               

              Upon
                the Corporation’s Market Capitalization exceeding $75,000,000 for 15
                consecutive trading days, in no event later than the earlier of (i)
                the
                first anniversary of the end of the Term and (ii) the fifth anniversary
                of
                the Grant Date.

            	 	
              30%
                

            
	 	 	
               

              Upon
                the Corporation’s total Market Capitalization exceeding $100,000,000 for
                15 consecutive trading days, in no event later than the earlier of
                (i) the
                first anniversary of the end of the Term and (ii) the fifth anniversary
                of
                the Grant Date.

            	 	
              20%
                

            
	 	 	 	 	 


    

    


    1. Terms.
      The
      Optionee agrees to be bound by the terms of the Option as set forth in the
      Stock
      Option Agreement attached hereto as Exhibit
      A.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. No
      Employment or Service Contract.
      Except
      as may otherwise be set forth in an a written agreement by and between the
      Optionee and the Corporation, if any, nothing in this Grant Notice or in the
      attached Stock Option Agreement shall confer upon the Optionee any right to
      continue in service in any capacity, including as an employee, for any period
      of
      specific duration or interfere with or otherwise restrict in any way the rights
      of the Corporation or of the Optionee, which rights are hereby expressly
      reserved by each, to terminate the Optionee’s service and/or employment at any
      time for any reason, with or without cause.

    


    3. Definitions.
      

    


    (a) “Market
      Capitalization” means, as of any particular trading date, the product of (a) the
      number of issued and outstanding shares of Common Stock of the Corporation
      on
      such date, multiplied by (b) the per share closing price of the Common Stock
      on
      its principal trading market in the United States on such date, as reported
      by
      Bloomberg LP. 

    


    (b) “Term”
      has the meaning set forth in the Employment Agreement between the Optionee
      and
      the Corporation dated on or about the Grant Date. 

    


    All
      capitalized terms used but not defined herein shall have the definition ascribed
      to them in the Stock Option Agreement.

    


    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Corporation and the Optionee have duly executed this Notice of Grant as of
      the
      date set forth below.

    


    Dated:
      December 19, 2007

    


    
      	 	
              CORPORATION:

            
	 	 
	 	
              SIONIX
                CORPORATION

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Robert McCray

              

            
	 	
              Name:

            	
              Robert
                McCray

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	 	
              /s/ Richard
                    Papalian              

                

            
	 	
              RICHARD
                PAPALIAN

            


    

    
 

    ATTACHMENTS

    


    Exhibit
      A – Stock Option Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    STOCK
      OPTION AGREEMENT