ex10_1.htm


    EXHIBIT
10.1

    SECURITIES PURCHASE
AGREEMENT

    


    This
Securities Purchase Agreement (“Agreement”) is entered into as
of February 15, 2010 by and between CDEX Inc., a corporation organized under the
laws of the State of Nevada (the “Company”), on the one hand,
and each Person set forth on the signature page hereto as a “Purchaser”
hereunder (each a “Purchaser” and collectively
the “Purchasers”), on
the other hand.

    


    WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, Notes of the Company in a
PIPE Transaction as set forth herein;

     

    WHEREAS,
Gemini Master Fund, Ltd. (“Gemini”) holds that certain
12% Senior Convertible Note of the Company issued to it on or about June 25,
2008 in the original principal amount $1,086,956.52 (as amended to date, the
“Gemini Note”), which
Gemini Note currently has an outstanding principal balance, together with all
accrued and unpaid interest thereon, equal to $1,151,100.33 as of the date
hereof;

    


    WHEREAS,
an entity controlled by Malcolm H. Philips, Jr., Chief Executive Officer of the
Company (“Philips”),
holds those certain promissory notes of the Company, issued to him at various
times for various principal amounts (as amended to date, the “Philips Notes”), which Philips
Notes currently have an aggregate outstanding principal balance, together with
all accrued and unpaid interest thereon, equal to $247,114.82 as of the date
hereof;

    


    WHEREAS,
certain other Persons (“Creditors”) hold either
promissory notes of the Company, issued to them at various times for various
principal amounts (as amended to date, the “Other Notes”), or trade claims
against the Company for amounts past due to such Person from the Company (“Creditor
Claims”);

    


    WHEREAS,
Gemini wishes to exchange its Gemini Note, Philips wishes to exchange his
Philips Notes, and certain Creditors wish to exchange their Other Notes or
Creditor Claims, for the new Notes being issued hereunder; and

    


    WHEREAS,
the remaining Purchasers hereunder (and Philips in addition to the
above-referenced exchange) wish to purchase Notes in exchange for cash
hereunder;

    


    NOW THEREFORE, in consideration of the
foregoing premise and the covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each Purchaser agree as follows:

    


    1.       
    Incorporation by Reference; Definitions.

    


    
      	
              (a)

            	
              Incorporation.  This
      Agreement incorporates by reference, as if set forth herein in its
      entirety and including without limitation all terms, conditions and
      provisions set forth therein, the PipeFund Services Organization Standard
      Transaction Document labeled GTC 1-10 (General Terms and Conditions)
      available and accessible at www.pipefund.com
      (“PST Document
      GTC”); provided,
      however, that (1) all terms and conditions are to be read and
      interpreted in light of this Agreement including all schedules, enclosures
      and attachments hereto, and (2)  to the extent any of the terms,
      conditions or provisions of this Agreement (without such incorporation)
      contradict or conflict with the terms, conditions or provisions of PST
      Document GTC, this Agreement shall
control.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Defined
      Terms.  Each initially capitalized term used but not
      defined in this Agreement (including PST Document GTC as incorporated
      herein pursuant to the preceding Section), and each initially capitalized
      term used but not defined in any other Transaction Document, shall have
      the meaning ascribed thereto in the PipeFund Services Organization
      Standard Transaction Document labeled 1-10 DEF (Definitions) available and
      accessible at www.pipefund.com.

            


    

    


    
      	
              (c)

            	
              PipeFund Transaction
      Code.  This Securities Purchase Agreement shall be known
      as “Securities Purchase Agreement
#CEXI-10-A”.

            


    

    


    2.            Securities.  The
Company agrees to issue and sell, and each Purchaser agrees to purchase,
severally and not jointly, in consideration for payment by such Purchaser of its
Subscription Amount indicated on such Purchaser’s signature page hereto, upon
the terms and conditions contained in this Securities Purchase Agreement, 10%
Senior Convertible Notes of the Company, in the form attached hereto as Exhibit A (“Notes”), with an aggregate
original principal amount equal to such Purchaser’s Subscription Amount, which
Notes shall (i) bear interest at 10% per annum, (ii) be convertible into shares
of Common Stock as set forth in the Notes, and (iii) have a maturity date of
February 15, 2012, subject to acceleration of such date as set forth
therein.  On or prior to the Offering Termination Date, the Company
may issue to any Creditor Notes with an original principal amount equal to the
amount of indebtedness under Creditor Claims which is being cancelled in
exchange for such Notes.

    


    3.            Closing.  Notwithstanding
anything to the contrary contained in Section 2.3(b) of PST Document
GTC:

    


    
      	
              (a)

            	
              Gemini
      Exchange.  Gemini shall pay for the Note being purchased
      hereunder at Closing solely by exchanging and surrendering to the Company
      its Gemini Note for a new Note with an original principal amount equal to
      the outstanding balance (including principal and accrued interest thereon)
      of the Gemini Note as of the Closing Date, and no other value or
      consideration shall be paid or payable by Gemini for the purchase of such
      new Note.

            


    

     

    
      	
              (b)

            	
              Philips
      Exchange.  Philips shall pay for the Note being purchased
      hereunder at Closing solely by exchanging and surrendering to the Company
      all of the Philips Notes for a new Note with an original principal amount
      equal to the aggregate outstanding balance (including principal and
      accrued interest thereon) of the Philips Notes as of the Closing Date, and
      no other value or consideration shall be paid or payable by Philips for
      the purchase of such new Note.

            


    

    


    
      	
              (c)

            	
              Purchasers.  Each
      of Gemini and Philips and each other Creditor purchasing Notes hereunder
      shall constitute a “Purchaser” under the Transaction Documents
      notwithstanding the foregoing payment for Notes by exchange of
      securities.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.            Specific
Terms.

    


    
      	
              (a)

            	
              The
      Minimum Aggregate Investment Amount shall be $400,000 of new cash
      investments into the Company, $200,000 of which shall be from Philips or
      an Affiliate of Philips.  The Maximum Aggregate Investment
      Amount (and for clarification the maximum principal amount of Notes which
      may be issued to Purchasers and Creditors) shall be
      $4,000,000.

            


    

    


    
      	
              (b)

            	
              The
      Bulletin Board shall be an Eligible
Market.

            


    

    


    
      	
              (c)

            	
              Requisite
      Purchasers means 67%-in-Interest of the
  Purchasers.

            


    

    


    
      	
              (d)

            	
              The
      Offering Termination Date shall be April 1,
  2010.

            


    

    


    5.            Escrow.  Stephen
McCommon (“Escrow
Agent”) shall act as funds escrow agent for the Closing of the
Transactions pursuant to those certain Funds Disbursements Agreements entered or
to be entered into by the Escrow Agent with the Company to serve in such
capacity for the Closing.  There shall be no Documents Escrow Agent
for the Closing.  The Company represents that the Escrow Agent is
holding $450,000 in cash in escrow pending Closing of the
Transactions.

    


    6.            Expenses.  At the
Closing or promptly thereafter, the Company shall pay or reimburse to Gemini’s
counsel (“Expense
Payee”) a non-refundable, non-accountable sum equal to $20,000 for
documentation of the Transactions, which amount shall be deducted and paid from
Closing proceeds.

    


    7.            Company
Address for Notices:

    


    
      	
              Company:

               

              CDEX
      Inc.

              4555
      South Palo Verde Road

              Suite
      123

              Tucson,
      AZ 85714

              Facsimile:
      520-514-6394

              Email:
      smccommon@cdex-inc.com

              Contact
      person: Stephen McCommon, CFO

               

            	
               

              With
      a copy to:

               

              Mary
      Payton O'Hara

              Madama
      Griffitts O'Hara LLP

              450
      Park Avenue  South, Eighth Floor

              New
      York, NY 10016

              Facsimile:
      (212) 209-5460

              Email:
      mohara@madama-law.com

               

            


    

    8.            Modifications
and Additional Terms.

    


    
      	
              (a)

            	
              Additional
      Documents.  In addition to the those items set forth in
      Section 2.3(a)(viii) of PST Document GTC, on the Closing Date the Company
      shall deliver or cause to be delivered to each Purchaser the
      following:

            


    

    


    
      	
               
      

            	
               
      (i)

            	
              a
      Security Agreement, in substantially the form of Exhibit B
      attached hereto, duly executed by the Company (for clarification, no
      security interest is created thereunder unless and until the Company has
      failed to satisfy either Milestone 1 or Milestone 2 under the Notes (as
      such terms are defined in the Notes));
and

            


    

    


    
      	
               
      

            	
               
      (ii)

            	
              irrevocable
      Lock-Up Agreement, in substantially the form of Exhibit C
      attached hereto, duly executed and delivered by Malcolm Philips for so
      long as he is subject to the reporting requirements of Section 16 of the
      Securities Act.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Modifications to PST Document
      GTC.

            


    

     

    
      
        	
                 
      

              	
                 
      (i)

              	
                
                  No Registration
      Rights.  Sections 6.1 through 6.3 of PST Document GTC are
      hereby deleted such that the Purchasers shall not have any registration
      rights except for the piggyback registration rights set forth in Section
      6.4 thereof.

                

              


      

       

    

    
      	
               
      

            	
               
      (ii)

            	
              Use of
      Proceeds. Notwithstanding
      anything to the contrary contained in Section 4.9 of PST Document GTC, the
      proceeds from the transaction will be used only for general corporate
      purposes with at least $50,000 being used for investor relations to
      achieve greater exposure of the Company to investors in such manner and
      with such service providers as are reasonable acceptable to Gemini, at
      least $25,000 of which shall be spent by June 1, 2010.  Of the
      first $400,000 in cash proceeds received from the sale of the Notes
      (determined on a first-in, first out basis), no payments will be made to
      Philips (except for no more than $35,000 in outstanding bona fide expense
      reports for Company expenditures).  So long as the Gemini Note
      is outstanding, no payments shall be made on account of indebtedness
      (including without limitation account payables, deferred compensation or
      otherwise), provided that the Company may pay (A) any trade payables
      incurred after the date hereof for services rendered or goods provided to
      the Company in the ordinary course of business, and (B) from proceeds
      received up to $450,000, up to $286,000 in the aggregate for any trade
      payables (which for clarification does not include any deferred
      compensation, promissory notes, indebtedness for borrowed money, or
      reimbursement of Company expenses in excess of the $35,000 referenced
      above) outstanding on the date hereof and Transaction
      expenses.  To the extent any proceeds are received in excess of
      $450,000 from any financing up to $4 million, 50% of such proceeds shall
      be used for payment of principal and interest outstanding on the Notes and
      50% can be used for any general corporate purposes.  Any amounts
      payable to the Noteholders under the preceding sentence shall be shared
      ratably among the Noteholders, and the portion payable to any Noteholder
      which is declined in writing by such holder shall be paid to the other
      Noteholders electing to be repaid pro
rata.

            


    

    


    
      	
              (c)

            	
              Additional Representations and
      Warranties.

            


    

    


    
      	
               
      

            	
               
      (i)

            	
              Philips Note
      Balance.  Each of Philips and the Company represents and
      warrants to the Purchasers that the aggregate
      outstanding principal balance, together with all accrued and unpaid
      interest thereon, of the Philips Notes as of the date hereof is equal to
      the amount set forth in the recitals hereto and shall provide evidence
      thereof upon the request of any
Purchaser.

            


    

    


    
      	
               
      

            	
               
      (ii)

            	
              Employees.  The
      Company represents and warrants to the Purchasers that Schedule 8(c)(ii)
      attached hereto sets forth those agreements affecting employees which
      entitle such employees to employment with the Company for a specified
      term, which Schedule sets forth the end date of each such term and the
      estimated severance expense to the Company in the event such employment is
      terminated by the Company without cause prior to such end
      date.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)

            	
              Additional
      Covenants.

            


    

    


    
      	
               
      

            	
               
      (i)

            	
              Stockholder
      Approval.

            


    

    


    
      	
               
      

            	
               
      (A)

            	
              Stockholder
      Meeting.  On or prior to September 30, 2010, the Company
      shall effect an increase in the number of authorized unissued shares of
      Common Stock by at least 100 million shares (or effect such other action
      that has the effect of effectively increasing the number of authorized,
      unissued and unreserved shares of Common Stock by at least such amount
      from the number of authorized, unissued and unreserved shares of Common
      Stock available on the date hereof), and prior to such date the Company
      shall obtain Stockholder Approval for such increase to the extent required
      by applicable state or federal laws or regulations or the regulations of
      any market or self-regulatory agency or organization.  On or
      prior to June 30, 2010, the Company shall file with the Commission and
      deliver to its stockholders a notice of meeting and proxy statement or
      information circular, as required by the Commission, with respect to a
      Stockholder Meeting which contains a proposal seeking such Stockholder
      Approval.  Such Stockholder Meeting shall occur within sixty
      (60) days following the filing of such proxy statement or information
      circular (75 days if the Commission gives a full review of such proxy and
      the Company responds to any comments within 5 days).  The Board
      of Directors of the Company shall recommend to the Company’s stockholders
      that such proposal be approved, which recommendation shall be contained in
      such proxy statement or information circular, and the Company shall
      solicit proxies from its stockholders in connection therewith in the same
      manner as all other management proposals in such proxy statement (or as
      typically solicited by management for management proposals), and all
      management-appointed proxy holders shall vote their proxies in favor of
      such Stockholder Approval.  The Purchasers and their counsel
      shall be entitled to review such proxy statement or information circular
      prior to filing with the Commission, and such proxy statement or
      information circular shall not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.  If
      the Company does not obtain such Stockholder Approval at the first such
      Stockholder Meeting, the Company shall call a Stockholder Meeting every
      four months thereafter to seek Stockholder Approval until the date on
      which Stockholder Approval is
obtained.

            


    

    


    
      	
               
      

            	
               
      (B)

            	
              Failure to Call and
      Hold Stockholder Meeting.  If the Company fails to (1)
      file the proxy statement or information circular referred to above or (2)
      hold the Stockholder Meeting referred to above, in each case prior to the
      date by which such filing or meeting is required above, then each
      Purchaser shall have the right to compel the Company to redeem the Notes
      held by the Purchaser which cannot be converted or exercised due to the
      maximum issuance amount set forth in Section 3 above, as may be elected by
      such Purchaser.  The redemption price under the Notes shall be
      the Mandatory Default Amount (as defined in the Notes).  Such
      redemption price shall be paid within ten (10) days after the exercise of
      such redemption right.  If the Company fails to make any cash
      payments or redemption payments under this subsection in a timely manner,
      such payments shall bear interest at 24% per annum until paid in full.
      Without limiting the foregoing, failure to timely obtain Stockholder
      Approval shall constitute an Event of Default under the
    Notes.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (C)

            	
              Reservation of
      Underlying Shares.  Section 5.5 of PST Document GTC shall
      not be effective until September 30, 2010, provided that the number of
      shares of Common Stock currently reserved for issuance to Gemini upon
      conversion of the Gemini Note and the warrant issued to Gemini on or about
      June 25, 2008 for 2,717,391 shares of Common Stock (“Gemini Warrant”) shall
      remain reserved for issuance to Gemini upon conversion of the new Note
      purchased by Gemini hereunder and the New Warrant (as defined
      below).  The Company represents and warrants that such number of
      shares currently reserved and to be so continued to be reserved equals at
      least 10,014,313 shares, and Gemini may use shares reserved for exercise
      of the New Warrant for conversion of its new Note instead or vice-versa or
      as it may otherwise determine, in each case in the sole discretion of
      Gemini.

            


    

    


    
      	
               
      

            	
               
      (ii)

            	
              Rule
      144.  The Company acknowledges and agrees that, for
      purposes of Rule 144, the holding period for the shares of Common Stock
      issuable upon conversion or otherwise pursuant to the Note issued to
      Gemini shall have commenced on June 25, 2008 (the date of original
      issuance of the Gemini Note), notwithstanding this Agreement and the
      Transactions.  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) in accordance
      with Article VI of PST Document GTC.  In connection with any
      registration of shares of Common Stock pursuant to this Section, the
      Company and Gemini shall enter into a registration rights agreement
      containing customary and reasonable provisions regarding the registration
      of securities under the Securities Act, consistent with Article VI of PST
      Document GTC.  Any and all shares of Common Stock issued upon
      conversion of the Note issued to Gemini hereunder shall be issued free and
      clear of any and all legends and restrictions thereon.  The new
      Note being issued to Gemini hereunder is in substitution for and not in
      satisfaction of the Gemini Note.  Such new Note shall not
      constitute a novation or satisfaction and accord of the Gemini
      Note.  The Company hereby acknowledges and agrees that such new
      Note shall amend, restate, modify, extend, renew and continue the terms
      and provisions contained in the Note and shall not extinguish or release
      the Company or any of its Subsidiaries under any Transaction Document or
      otherwise constitute a novation of its obligations
      thereunder.  The Company acknowledges that, for any Creditors
      (which do not currently have Other Notes) which exchange their Creditor
      Claims for Notes, the Rule 144 holding period for such Notes will commence
      on the date of issuance of such
Notes.

            


    

    


    
      	
               
      

            	
               
      (iii)

            	
              Board
      Seats.  Within 60 days following the first Closing
      hereunder and for so long as any Notes are outstanding, the Company’s
      Board of Directors shall consist of up to seven members, which shall
      include (1) Greg Firmbach, (2) Carmen Conicelli, (3) Don Strickland, (4)
      the new CEO to be appointed as described in subsection (iv) below, or in
      each case for clauses (1) through (4) individuals appointed or elected to
      replace such individuals upon their resignation, (5) one individual
      designated by the majority of Note Holders (excluding Gemini) as
      designated by David Lax (one of the Purchasers for cash hereunder) (so
      long as at least $100,000 in principal amount of Notes are outstanding
      excluding Gemini’s Notes) (“Noteholder Seat”), and
      (6) one individual designated by Gemini (so long as Gemini holds at least
      $100,000 in principal amount of
Notes).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (iv)

            	
              Management
      Changes.  Immediately following the first Closing, the
      Company’s Board of Directors shall begin the process of seeking and
      retaining a new Chief Executive Officer of the Company (“CEO”) with experience as
      an executive of a medical company and of a public company.  The
      Company shall use every effort to conclude such search and hire a new CEO
      prior to the date which is 60 days following the Closing Date, provided
      that if it fails to do so by such date then the Company shall appoint an
      interim CEO and use every effort to conclude such search and hiring as
      soon as practicable.  Any material information referenced herein
      shall be publicly disclosed as soon as possible following the Closing
      Date.

            


    

    


    
      	
               
      

            	
               
      (v)

            	
              Lock-Up
      Agreement.  The Company shall enforce the provisions of
      the Lock-Up Agreement to the extent it becomes aware of any violation
      thereof.  The Company agrees not to take any action inconsistent
      with the Lock-Up Agreement nor amend or terminate any Lock-Up Agreement
      without the consent of the
Purchasers.

            


    

    


    
      	
               
      

            	
               
      (vi)

            	
              Subsequent Equity
      Sales.

            


    

    


    
      	
               
      

            	
               
      (A)

            	
              From
      the date hereof until such time as no Purchaser holds any of the Notes,
      the Company shall be prohibited from effecting or entering into an
      agreement to issue shares of Common Stock, Convertible Securities or
      Options involving a Variable Rate Transaction or MFN
      Transaction.

            


    

    


    
      	
               
      

            	
               
      (B)

            	
              Without
      limiting the foregoing, with respect to each Purchaser, from the date
      hereof until such time as such Purchaser no longer holds any of Notes, in
      the event the Company issues or sells any shares of Common Stock,
      Convertible Securities or Options or amends the transaction documents
      relating to any sale or issuance of Common Stock, Convertible Securities
      or Options, other than Exempt Issuances, if such Purchaser reasonably
      believes that the terms and conditions thereunder are more favorable to
      such investors than the terms and conditions granted under the Transaction
      Documents, upon notice to the Company by such Purchaser the Company shall
      amend the terms of this Transaction and the Transaction Documents so as to
      give such Purchaser the benefit of such more favorable terms or conditions
      with respect to such portion of Notes still held by such
      Purchaser.

            


    

    


    
      	
               
      

            	
               
      (vii)

            	
              Insurance.  For at
      least six (6) years following the final Closing, the Company shall
      continue and maintain in full force and effect directors and officers
      insurance in such amounts and with such coverage as is currently
      maintained by the Company with a reputable, financially
      sound insurance carrier, which insurance shall cover, without limitation,
      claims arising with respect to actions and omissions of the Company’s
      officers and directors occurring prior to the final
      Closing.  The Company shall promptly furnish or cause to be
      furnished evidence of such insurance to each Purchaser and Board member
      (including without limitation prior Board members) so requesting same, in
      form and substance reasonably satisfactory to such Purchaser or Board
      member.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (viii)

            	
              Bank
      Statements.  Until one of the Milestones are satisfied,
      upon the written request (which may be by email) of Gemini at any time and
      from time to time, the Company shall furnish to Gemini a copy of any of
      the Company’s monthly bank statements requested by Gemini within five (5)
      days following such request (provided that the Company shall not furnish
      such statements unless so specifically requested by Gemini). The following
      are approximately the debts of the company as of February 1, 2010 in a
      form complaint with reporting on CDEX’s financial statements: Accounts
      Payable and Accrued Expenses $384,822, Notes Payable and Accrued Interest
      $1,678,227, accrued legal fees $569,911.15 (of which, $438,159 is to one
      law firm), deferred compensation $589,259 and accrued payable to a
      distributor $272,038.

            


    

     

    
      	
               
      

            	
               
      (ix)

            	
              Gemini
      Warrant.  The Company and Gemini shall exchange the
      Gemini Warrant for a new warrant (“New Warrant”) which is
      identical to the Gemini Warrant in all respects except that the New
      Warrant shall be exercisable for 5 million shares at an exercise price of
      $0.08 per share (each subject to adjustment as set forth therein) and
      shall expire on June 25, 2015.

            


    

     

    
      	
               
      

            	
               
      (x)

            	
              No Assets Disposition;
      Defeasement.  Prior to Milestone 2 (as defined in the
      Notes) being satisfied, other than inventory sold in the ordinary course
      of business, the Company shall not sell, transfer, license, grant a
      security interest in or otherwise dispose of any assets of the Company
      (including without limitation any intellectual property) without the prior
      written consent of each holder of Notes who holds Note(s) with an
      outstanding balance in excess of $175,000 (each a “Large Noteholder”),
      which consent may be withheld in his/her/its sole discretion, provided however, that
      such consent shall not be required with respect to each Large Noteholder
      for whom the Company (i) places an amount of cash in escrow equal to the
      outstanding balance (including principal and accrued interest) of such
      Large Noteholder’s Note(s) minus $175,000 as collateral against such
      Note(s), and (ii) executes and delivers such escrow agreements, control
      account agreements and other documents in such form and with such parties
      as is acceptable to such Large Noteholder in his/her/its sole discretion
      in order for such Large Noteholder to possess a perfected first priority
      security interest in such cash escrow account for his/her/its sole benefit
      to secure the Company’s obligations under such
  Note(s).

            


    

     

    
      	
              (e)

            	
              Other Terms and
      Provisions.

            


    

    


    
      	
               
      

            	
               
      (i)

            	
              Full Force and
      Effect.  Except as otherwise expressly provided herein,
      each of the transaction documents pursuant to which the Gemini Note was
      issued and the other agreements and transactions contemplated thereby
      (“Gemini
      Documents”) shall remain in full force and effect, and this
      Agreement and the transactions contemplated hereby shall not in any way
      waive or prejudice any of the rights or obligations of Gemini or the
      Company under the Gemini Documents, under any law, in equity or otherwise,
      and shall not constitute a waiver or modification of any provision of the
      Gemini Documents.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
               
      (ii)

            	
              Attorneys.  For
      reasons of administrative convenience only, the Purchasers are all
      utilizing the same Transaction Documents at the Company’s
      request.  Peter J. Weisman, P.C. does not represent any of the
      Purchasers except Gemini.

            


    

     

    [Signature Page
Follows]

      

     

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, as of the date first written above, the Parties hereto have
duly executed, or caused their authorized officers to duly execute, this
Securities Purchase Agreement #CEXI-10-A with file name SPA -- CDEX (Feb 10)
v.6.

    


    COMPANY:

    


    CDEX
INC.

    


    


    By:                                                                              


    Name:  Stephen
McCommon

    Title:    CFO

    


    


    PURCHASER:

    


    
      	
              1.  Signature:

            
	 	 
	
              PARTNERSHIP,
      CORPORATION, LIMITED 

              LIABILITY
      COMPANY OR TRUST:

               

               

              
                                                                                               
           

              

              (Print
      Name of Purchaser Entity)

               

              By:                                                                              
      

                    
      (Print name of authorized, executing entity, if any; if none, leave
      blank)

               

            	
               

              INDIVIDUAL:

               

               

              

                                                                                                    
      

              

              (Print
      Name(s))

               

              

                                                                                                    
      

              

              (Signature)

            
	
               

              By:                                                                                    

                    
      (Signature of Authorized Person)

               

              

                                                                                                    
      

              

              (Print Name
      and Title of Authorized Person)

               

            	
               

                           
                                                                           
      

              (Joint-Owner
      Signature, if any)

            
	
               

               

              2.  Subscription Amount:  $                             
      

               

               

              3.  Maximum
      Ownership Percentage:

               

              The
      Maximum Ownership Percentage shall be 9.9% if no box is checked
      below.

               

            
	
              □ 4.9%

            	
              □ 9.9%

            	
              □
      Other:              
      %

            	
              □
  None

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PURCHASER:                                                                                     


    (Print
Name)

    


    
      	
              4.  Address for
      Notices:

            	
              With
      a copy to, if any:

            
	
               

                                                                                             
           

              (Name
      or c/o Name)

               

              

                                                                                                    
      

              

              (Address)

               

              

                                                                                                    
      

              

               

              

                                                                                                    
      

              

              (Contact
      Name)

               

              

                                                                                                    
      

              

              (Facsimile)

               

              

                                                                                                    
      

              

              (Telephone)

               

              

                                                                                                    
      

              

              (Email
      Address)

               

            	
               

              

                                                                                                    
      

              

              (Name)

               

              

                                                                                                    
      

              

              (Address)

               

              

                                                                                                    
      

              

               

              

                                                                                                    
      

              

              (Contact
      Name)

               

              

                                                                                                    
      

              

              (Facsimile)

               

              

                                                                                                    
      

              

              (Telephone)

               

              

                                                                                                    
      

              

              (Email
      Address)

               

            
	
               

              5.  Residence/Organization
      and TIN:

            
	 	 
	
              

                                                                                                    
      

              

              (State/Jurisdiction
      of Primary Residence (for individuals) 

              or
      Organization (for entities))

            	
              

                                                                                                    
      

              

              (Social
      Security or Employer/Tax Identification Number, 

              if
      applicable)

            
	
               

              6.  Special Instructions Where Securities to Be
      Delivered:

            
	 	 
	
              For
      Common Stock:

               

            	
              For
      Other Securities:

               

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Exhibit
A

      


      FORM OF 10% SENIOR
CONVERTIBLE NOTE

      


      


      


      


      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit
B

      


      FORM OF SECURITY
AGREEMENT

      


      


      


      


      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit
C

      


      FORM OF LOCK-UP
AGREEMENT