Exhibit 10.1

                           THIRD WAIVER AND AMENDMENT
                           --------------------------

        This THIRD WAIVER AND AMENDMENT ("Amendment") is made effective this 1st
day of May, 2009, by and between CDEX Inc., a Nevada corporation ("Company"),
and GEMINI MASTER FUND, LTD., a Cayman Islands company ("Holder").

                              W I T N E S S E T H:
                              --------------------

            WHEREAS, pursuant to that certain Securities Purchase Agreement
("Purchase Agreement") dated as of June 25, 2008 by and between the Company and
the Holder, on or about such date the Company sold and issued to the Holder (i)
a 12% Senior Convertible Note ("Note"), which Note is convertible into shares of
common stock of the Company, $0.005 par value per share ("Common Stock"), and
(ii) a Common Stock Purchase Warrant to purchase up to 2,717,391 shares of
Common Stock ("Warrant");

            WHEREAS, by agreements dated December 18, 2008 and February 1, 2009,
entitled Waiver and Amendment ("First Amendment") and Second Waiver and
Amendment ("Second Amendment"), respectively, the Transaction Documents were
amended; capitalized terms used herein but not otherwise defined herein shall
have the meanings set forth in the Purchase Agreement, the Note, the Warrant,
the First Amendment or the Second Amendment, as the case may be: and

            WHEREAS, the Company wishes to extend the Extended Waiver Period
without the anti-dilution adjustments applying as set forth in the Transaction
Documents in certain circumstances and to delay payments to Holder for interest
and Monthly Redemption Amounts due on May 1, 2009 under the Note, the First
Amendment and the Second Amendment (less $100,000 previously converted to Common
Stock) until June 1, 2009.

            NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

        1. Subsequent Issuance Waivers--Common Stock Issuances. Notwithstanding
anything contained in the Transaction Documents, including the First and Second
Amendments thereto, the Extended Waiver Period defined in the Second Amendment
is hereby extended until June 1, 2009.

        2. January, February, March, April and May Monthly Redemption. The
Holder hereby agrees that the Company, at its option, may delay payment of the
interest and Monthly Redemption Amounts which have not previously been converted
to Common Stock due on May 1, 2009 until June 1, 2009 (in which case on June 1,
2009 the Company shall pay the Monthly Redemption Amounts due on May 1, 2009
including the payment due for June 1, 2009, i.e., a total of $293,454.14,
consisting of $266,081.00 principal and interest accruing under the Note from
March 16, 2009 through June 1, 2009 of $27,373.14). The Holder at its option may

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at any time and from time to time convert any or all of said $293,454.14 in
principal and interest under the Note into Common Stock of the Company at a
conversion price equal to $0.10 per share.

        3. Rule 144. The Company acknowledges and agrees that, for purposes of
Rule 144 promulgated under the Securities Act of 1933, as amended ("Securities
Act"), the holding period for the shares of Common Stock issuable upon
conversion or cashless exercise of, or otherwise pursuant to, the Note and/or
Warrant, shall have commenced on June 25, 2008 (the date of original issuance of
the Note and the Warrant), notwithstanding this Amendment. Without limiting the
foregoing, if at any time it is determined that such holding period does not
relate back to such date, the Company will promptly cause the registration of
all such underlying shares under the Securities Act (without regard to any
beneficial ownership or issuance limitations contained in the Note and/or
Warrant). In connection with any registration of shares of Common Stock pursuant
to this Section, the Company and the Holder shall enter into a registration
rights agreement containing customary and reasonable provisions regarding the
registration of securities under the Securities Act.

        4. Disclosure. To the extent the transactions contemplated by this
Amendment constitute material non-public information concerning the Company or
are otherwise required to be publicly disclosed under the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder, the Company
shall, within three (3) business days following the date hereof, issue a press
release and/or Current Report on Form 8-K disclosing the material terms of the
transactions contemplated hereby. The Company and the Holder shall consult with
each other in issuing any other press releases with respect to the transactions
contemplated hereby.

        5. Miscellaneous.

                (a)     Full Force and Effect. Except as otherwise expressly
        provided herein, each of the Purchase Agreement, the Note, the Warrant,
        the First Amendment, the Second Amendment and the other agreements and
        transactions contemplated thereby ("Transaction Documents") shall remain
        in full force and effect. Except for the waiver and modifications
        contained herein, this Amendment shall not in any way waive or prejudice
        any of the rights or obligations of the Holder or the Company under the
        Transaction Documents, under any law, in equity or otherwise, and such
        modifications shall not constitute a waiver or modification of any other
        provision of the Transaction Documents nor a waiver or modification of
        any subsequent default or breach of any obligation of the Company or of
        any subsequent right of the Holder.

                (b)     Governing Law. This Amendment shall be governed by and
        construed in accordance with the internal laws of the State of New York.

                (c)     Counterparts. This Amendment may be executed in any
        number of counterparts, each of which will be deemed an original, but
        all of which together will constitute one and the same instrument. This
        Amendment may be executed by facsimile or by email of a digital image
        format or portable document format of the signature page hereto.

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        IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed effective the date first written above.


                                    CDEX INC.

                                    By: __________________________
                                    Name:  Malcolm H. Philips, Jr.
                                    Title: CEO
                                    Date:  May 1, 2009

                                    GEMINI MASTER FUND, LTD.
                                    By:    GEMINI STRATEGIES, LLC,
                                           as investment manager


                                    ______________________________
                                    Name:  Steven Winters
                                    Title: President
                                    Date:  May 1, 2009



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