Exhibit 10.3

         NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS
         EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
         THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
         SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
         OR OTHER LOAN SECURED BY SUCH SECURITIES.


                              COMMON STOCK PURCHASE WARRANT


                                        CDEX INC.



         Warrant Shares: 2,717,391                     Issue Date: June 25, 2008


                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
         that, for value received, Gemini Master Fund, Ltd. (the "Holder") is
         entitled, upon the terms and subject to the limitations on exercise and
         the conditions hereinafter set forth, at any time on or after the Issue
         Date (as defined above) and on or prior to the close of business on the
         fifth (5th) anniversary of the Issue Date (the "Termination Date") but
         not thereafter, to subscribe for and purchase from CDEX Inc., a Nevada
         corporation (the "Company"), up to 2,717,391 shares (the "Warrant
         Shares") of Common Stock. The purchase price of one share of Common
         Stock under this Warrant shall be equal to the Exercise Price, as
         defined in Section 2(b).

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement pursuant to which this Warrant was issued (the "Purchase
Agreement"), dated on or about the date hereof, among the Company and the
purchasers signatory thereto.

         Section 2.        Exercise.

                  a) Exercise of Warrant. Exercise of the purchase rights
         represented by this Warrant may be made, in whole or in part, at any
         time and from time to time on or after the Issue Date and on or before
         the Termination Date by delivery to the Company (or such other office
         or agency of the Company as it may designate by notice in writing to
         the registered Holder at the address of the Holder appearing on the
         books of the Company) of a duly executed facsimile copy of the Notice
         of Exercise Form annexed hereto (which delivery may be made in any

                                        1
<PAGE>

         manner set forth in Section 5.4 of the Purchase Agreement, including
         without limitation by email); and, within 3 Trading Days of the date
         said Notice of Exercise is delivered to the Company, the Company shall
         have received payment of the aggregate Exercise Price of the shares
         thereby purchased by wire transfer or cashier's check drawn on a United
         States bank, unless payment is being made by cashless exercise as
         provided in Section 2(c) below. Notwithstanding anything herein to the
         contrary, the Holder shall not be required to physically surrender this
         Warrant to the Company until the Holder has purchased all of the
         Warrant Shares available hereunder and the Warrant has been exercised
         in full, in which case the Holder shall surrender this Warrant to the
         Company for cancellation within 3 Trading Days of the date the final
         Notice of Exercise is delivered to the Company. Partial exercises of
         this Warrant resulting in purchases of a portion of the total number of
         Warrant Shares available hereunder shall have the effect of lowering
         the outstanding number of Warrant Shares purchasable hereunder in an
         amount equal to the applicable number of Warrant Shares purchased. The
         Holder and the Company shall maintain records showing the number of
         Warrant Shares purchased and the date of such purchases. In the event
         of any dispute or discrepancy, the records of the Holder shall be
         controlling and determinative in the absence of manifest error. The
         Holder and any assignee, by acceptance of this Warrant, acknowledge and
         agree that, by reason of the provisions of this paragraph, following
         the purchase of a portion of the Warrant Shares hereunder, the number
         of Warrant Shares available for purchase hereunder at any given time
         may be less than the amount stated on the face hereof.

                  b) Exercise Price. The exercise price per share of the Common
         Stock under this Warrant shall be $0.375, subject to adjustment
         hereunder (the "Exercise Price").

                  c) Cashless Exercise. This Warrant may also be exercised by
         means of a "cashless exercise" in which the Holder shall be entitled to
         receive a certificate for the number of Warrant Shares equal to the
         quotient obtained by dividing [(A-B) (X)] by (A), where:

                  (A)    = the average of the daily VWAPs for the three (3)
                         Trading Days immediately preceding the date of such
                         election;

                  (B)     = the Exercise Price of this Warrant, as adjusted; and

                  (X)     = the number of Warrant Shares issuable upon exercise
                          of this Warrant in accordance with the terms of this
                          Warrant by means of a cash exercise rather than a
                          cashless exercise.

                  Notwithstanding anything herein to the contrary, on the
         Termination Date, this Warrant shall be automatically exercised via
         cashless exercise pursuant to this Section 2(c).

                  d) Holder's Restrictions. The Company shall not effect any
         exercise of this Warrant, and a Holder shall not have the right to
         exercise any portion of this Warrant, pursuant to Section 2 or
         otherwise, to the extent that after giving effect to such issuance
         after exercise as set forth on the applicable Notice of Exercise, the
         Holder (together with the Holder's Affiliates, and any other person or
         entity acting as a group together with the Holder or any of the
         Holder's Affiliates), would beneficially own in excess of the
         Beneficial Ownership Limitation (as defined below). For purposes of the
         foregoing sentence, the number of shares of Common Stock beneficially
         owned by the Holder and its Affiliates shall include the number of
         shares of Common Stock issuable upon exercise of this Warrant with
         respect to which such determination is being made, but shall exclude
         the number of shares of Common Stock which would be issuable upon (A)
         exercise of the remaining, nonexercised portion of this Warrant
         beneficially owned by the Holder or any of its Affiliates and (B)
         exercise or conversion of the unexercised or nonconverted portion of
         any other securities of the Company (including, without limitation, any

<PAGE>

         other Common Stock Equivalents) subject to a limitation on conversion
         or exercise analogous to the limitation contained herein beneficially
         owned by the Holder or any of its Affiliates. Except as set forth in
         the preceding sentence, for purposes of this Section 2(d), beneficial
         ownership shall be calculated in accordance with Section 13(d) of the
         Exchange Act and the rules and regulations promulgated thereunder, it
         being acknowledged by the Holder that the Company is not representing
         to the Holder that such calculation is in compliance with Section 13(d)
         of the Exchange Act and the Holder is solely responsible for any
         schedules required to be filed in accordance therewith. To the extent
         that the limitation contained in this Section 2(d) applies, the
         determination of whether this Warrant is exercisable (in relation to
         other securities owned by the Holder together with any Affiliates) and
         of which portion of this Warrant is exercisable shall be in the sole
         discretion of the Holder, and the submission of a Notice of Exercise
         shall be deemed to be the Holder's determination of whether this
         Warrant is exercisable (in relation to other securities owned by the
         Holder together with any Affiliates) and of which portion of this
         Warrant is exercisable, in each case subject to the Beneficial
         Ownership Limitation, and the Company shall have no obligation to
         verify or confirm the accuracy of such determination. In addition, a
         determination as to any group status as contemplated above shall be
         determined in accordance with Section 13(d) of the Exchange Act and the
         rules and regulations promulgated thereunder. For purposes of this
         Section 2(d), in determining the number of outstanding shares of Common
         Stock, a Holder may rely on the number of outstanding shares of Common
         Stock as reflected in (x) the Company's most recent periodic or annual
         report, as the case may be, (y) a more recent public announcement by
         the Company or (z) any other notice by the Company or the Company's
         Transfer Agent setting forth the number of shares of Common Stock
         outstanding. Upon the written or oral request of a Holder, the Company
         shall within two Trading Days confirm orally and in writing to the
         Holder the number of shares of Common Stock then outstanding. In any
         case, the number of outstanding shares of Common Stock shall be
         determined after giving effect to the conversion or exercise of
         securities of the Company, including this Warrant, by the Holder or its
         Affiliates since the date as of which such number of outstanding shares
         of Common Stock was reported. The "Beneficial Ownership Limitation"
         shall be 4.9% of the number of shares of the Common Stock outstanding
         immediately after giving effect to the issuance of shares of Common
         Stock issuable upon exercise of this Warrant. By written notice to the
         Company, the Holder may at any time and from time to time increase or
         decrease (but not below 4.9%) the Beneficial Ownership Limitation to
         any other percentage specified in such notice (or specify that the
         Beneficial Ownership Limitation shall no longer be applicable),
         provided, however, that (A) any such increase (or inapplicability)
         shall not be effective until the sixty-first (61st) day after such
         notice is delivered to the Company, and (B) any such increase or
         decrease shall apply only to the Holder and not to any other holder of
         Warrants. The provisions of this paragraph shall be construed and
         implemented in a manner otherwise than in strict conformity with the
         terms of this Section 2(d) to correct this paragraph (or any portion
         hereof) which may be defective or inconsistent with the intended
         Beneficial Ownership Limitation herein contained or to make changes or
         supplements necessary or desirable to properly give effect to such
         limitation. The limitations contained in this paragraph shall apply to
         a successor holder of this Warrant.

                  e) Mechanics of Exercise.

                           i. Delivery of Certificates Upon Exercise.
                  Certificates for shares purchased hereunder shall be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit Withdrawal Agent
                  Commission ("DWAC") system if the Company is a participant in
                  such system and either (x) there is an effective Registration
                  Statement permitting the resale of the Warrant Shares by the
                  Holder, or (y) such shares may be sold pursuant to Rule 144,
                  and otherwise by physical delivery to the address specified by

<PAGE>

                  the Holder in the Notice of Exercise, within 3 Trading Days
                  from the delivery to the Company of the Notice of Exercise
                  Form, surrender of this Warrant (if required) and payment of
                  the aggregate Exercise Price as set forth above ("Warrant
                  Share Delivery Date"), provided that if such Warrant Shares
                  are to be issued in the name of a Person other than the
                  Holder, the Warrant Share Delivery Date shall be extended by
                  one day for each day after the date of the Notice of Exercise
                  that the Holder fails to submit the additional documentation
                  required hereunder with respect to such issuance to such other
                  Person. This Warrant shall be deemed to have been exercised on
                  the date the Exercise Price is received by the Company. The
                  Warrant Shares shall be deemed to have been issued, and Holder
                  or any other person so designated to be named therein shall be
                  deemed to have become a holder of record of such shares for
                  all purposes, as of the date the Warrant has been exercised by
                  payment to the Company of the Exercise Price (or by cashless
                  exercise) and all taxes required to be paid by the Holder, if
                  any, pursuant to Section 2(e)(vi) prior to the issuance of
                  such shares, have been paid. If the Company fails for any
                  reason to deliver to the Holder the Warrant Shares or
                  certificates evidencing the Warrant Shares subject to a Notice
                  of Exercise by the Warrant Share Delivery Date (provided at
                  least three Trading Days have elapsed since the Company has
                  communicated with the Holder, either orally or by email or
                  otherwise, in a manner which indicates that it has received
                  the applicable Notice of Exercise), the Company shall pay to
                  the Holder, in cash, as liquidated damages and not as a
                  penalty, for each $1,000 of Warrant Shares subject to such
                  exercise (based on the VWAP of the Common Stock on the date of
                  the applicable Notice of Exercise), $10 per Trading Day
                  (increasing to $20 per Trading Day on the fifth Trading Day
                  after such liquidated damages begin to accrue) for each
                  Trading Day after such Warrant Share Delivery Date until such
                  shares or certificates are delivered.

                           ii. Delivery of New Warrants Upon Exercise. If this
                  Warrant shall have been exercised in part, the Company shall,
                  at the request of a Holder and upon surrender of this Warrant
                  certificate, at the time of delivery of the certificate or
                  certificates representing Warrant Shares, deliver to Holder a
                  new Warrant evidencing the rights of Holder to purchase the
                  unpurchased Warrant Shares called for by this Warrant, which
                  new Warrant shall in all other respects be identical with this
                  Warrant.

                           iii. Rescission Rights. If the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares (or otherwise
                  transmit such shares via DWAC to the Holders DTC account)
                  pursuant to this Section 2(e) by the Warrant Share Delivery
                  Date, then the Holder will have the right to rescind such
                  exercise.

                           iv. Compensation for Buy-In on Failure to Timely
                  Deliver Certificates Upon Exercise. In addition to any other
                  rights available to the Holder, if the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares (or otherwise
                  transmit such shares via DWAC to the Holders DTC account)
                  pursuant to an exercise on or before the Warrant Share
                  Delivery Date (provided at least three Trading Days have
                  elapsed since the Company has communicated with the Holder,
                  either orally or by email or otherwise, in a manner which
                  indicates that it has received the applicable Notice of
                  Exercise), and if after such date the Holder is required by
                  its broker to purchase (in an open market transaction or
                  otherwise) or the Holder's brokerage firm otherwise purchases,
                  shares of Common Stock to deliver in satisfaction of a sale by
                  the Holder of the Warrant Shares which the Holder anticipated

<PAGE>

                  receiving upon such exercise (a "Buy-In"), then the Company
                  shall (1) pay in cash to the Holder the amount by which (x)
                  the Holder's total purchase price (including brokerage
                  commissions, if any) for the shares of Common Stock so
                  purchased exceeds (y) the amount obtained by multiplying (A)
                  the number of Warrant Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times (B) the price at which the sell order giving rise to
                  such purchase obligation was executed, and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent number of Warrant Shares for which such exercise
                  was not honored or deliver to the Holder the number of shares
                  of Common Stock that would have been issued had the Company
                  timely complied with its exercise and delivery obligations
                  hereunder. For example, if the Holder purchases Common Stock
                  having a total purchase price of $11,000 to cover a Buy-In
                  with respect to an attempted exercise of shares of Common
                  Stock with an aggregate sale price giving rise to such
                  purchase obligation of $10,000, under clause (1) of the
                  immediately preceding sentence the Company shall be required
                  to pay the Holder $1,000. The Holder shall provide the Company
                  written notice indicating the amounts payable to the Holder in
                  respect of the Buy-In and, upon request of the Company,
                  evidence of the amount of such loss. Nothing herein shall
                  limit a Holder's right to pursue any other remedies available
                  to it hereunder, at law or in equity including, without
                  limitation, a decree of specific performance and/or injunctive
                  relief with respect to the Company's failure to timely deliver
                  the Warrant Shares or certificates representing shares of
                  Common Stock upon exercise of the Warrant as required pursuant
                  to the terms hereof.

                           v. No Fractional Shares or Scrip. No fractional
                  shares or scrip representing fractional shares shall be issued
                  upon the exercise of this Warrant. As to any fraction of a
                  share which Holder would otherwise be entitled to purchase
                  upon such exercise, the Company shall at its election, either
                  pay a cash adjustment in respect of such final fraction in an
                  amount equal to such fraction multiplied by the Exercise Price
                  or round up to the next whole share.

                           vi. Charges, Taxes and Expenses. Issuance of
                  certificates for Warrant Shares 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 certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; provided, however, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                           vii. Closing of Books. The Company will not close its
                  stockholder books or records in any manner which prevents the
                  timely exercise of this Warrant, pursuant to the terms hereof.

         Section 3.     Certain Adjustments.

                  a) Stock Dividends and Splits. If the Company, at any time
         while this Warrant is outstanding: (A) pays a stock dividend or
         otherwise make a distribution or distributions on shares of its Common

<PAGE>

         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock (which, for avoidance of doubt, shall not
         include any shares of Common Stock issued by the Company upon exercise
         of this Warrant), (B) subdivides outstanding shares of Common Stock
         into a larger number of shares, (C) combines (including by way of
         reverse stock split) outstanding shares of Common Stock into a smaller
         number of shares, or (D) issues by reclassification of shares of the
         Common Stock any shares of capital stock of the Company, then in each
         case the Exercise Price shall be multiplied by a fraction of which the
         numerator shall be the number of shares of Common Stock (excluding
         treasury shares, if any) outstanding immediately before such event and
         of which the denominator shall be the number of shares of Common Stock
         outstanding immediately after such event and the number of shares
         issuable upon exercise of this Warrant shall be proportionately
         adjusted such that the aggregate Exercise Price of this Warrant shall
         remain unchanged. Any adjustment made pursuant to this Section 3(a)
         shall become effective immediately after the record date for the
         determination of stockholders entitled to receive such dividend or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision, combination or re-classification.

                  b) Subsequent Equity Sales. If the Company or any Subsidiary
         thereof, as applicable, at any time while this Warrant is outstanding,
         shall sell or grant any option to purchase, or sell or grant any right
         to reprice, or otherwise dispose of or issue (or announce any offer,
         sale, grant or any option to purchase or other disposition) any Common
         Stock or Common Stock Equivalents entitling any Person to acquire
         shares of Common Stock, at an effective price per share less than the
         then Exercise Price (such lower price, the "Base Share Price" and such
         issuances collectively, a "Dilutive Issuance") (if the holder of the
         Common Stock or Common Stock Equivalents so issued shall at any time,
         whether by operation of purchase price adjustments, reset provisions,
         floating conversion, exercise or exchange prices or otherwise, or due
         to warrants, options or rights per share which are issued in connection
         with such issuance, be entitled to receive shares of Common Stock at an
         effective price per share which is less than the Exercise Price, such
         issuance shall be deemed to have occurred for less than the Exercise
         Price on such date of the Dilutive Issuance), then the Exercise Price
         shall be reduced and only reduced to equal the Base Share Price, and
         the number of Warrant Shares issuable hereunder shall be increased such
         that the aggregate Exercise Price payable hereunder, after taking into
         account the decrease in the Exercise Price, shall be equal to the
         aggregate Exercise Price prior to such adjustment. Such adjustment
         shall be made whenever such Common Stock or Common Stock Equivalents
         are issued. Notwithstanding the foregoing, no adjustments shall be
         made, paid or issued under this Section 3(b) in respect of an Exempt
         Issuance. The Company shall notify the Holder in writing, no later than
         the Trading Day following the issuance of any Common Stock or Common
         Stock Equivalents subject to this Section 3(b), indicating therein the
         applicable issuance price, or applicable reset price, exchange price,
         conversion price and other pricing terms (such notice the "Dilutive
         Issuance Notice"). For purposes of clarification, whether or not the
         Company provides a Dilutive Issuance Notice pursuant to this Section
         3(b), upon the occurrence of any Dilutive Issuance, after the date of
         such Dilutive Issuance the Holder is entitled to receive a number of
         Warrant Shares based upon the Base Share Price regardless of whether
         the Holder accurately refers to the Base Share Price in the Notice of
         Exercise.

                  c) Subsequent Rights Offerings. If the Company, at any time
         while the Warrant is outstanding, shall issue rights, options or
         warrants to all holders of Common Stock (and not to Holders) entitling
         them to subscribe for or purchase shares of Common Stock at a price per
         share less than the VWAP at the record date mentioned below, then the
         Exercise Price shall be multiplied by a fraction, of which the
         denominator shall be the number of shares of the Common Stock
         outstanding on the date of issuance of such rights or warrants plus the
         number of additional shares of Common Stock offered for subscription or
         purchase, and of which the numerator shall be the number of shares of

<PAGE>

         the Common Stock outstanding on the date of issuance of such rights or
         warrants plus the number of shares which the aggregate offering price
         of the total number of shares issued (assuming receipt by the Company
         in full of all consideration payable upon exercise of such rights,
         options or warrants) would purchase at such VWAP. Such adjustment shall
         be made whenever such rights or warrants are issued, and shall become
         effective immediately after the record date for the determination of
         stockholders entitled to receive such rights, options or warrants.

                  d) Pro Rata Distributions. If the Company, at any time while
         this Warrant is outstanding, shall distribute to all holders of Common
         Stock (and not to Holders of the Warrants) evidences of its
         indebtedness or assets (including cash and cash dividends) or rights or
         warrants to subscribe for or purchase any security other than the
         Common Stock (which shall be subject to Section 3(b)), then in each
         such case the Exercise Price shall be adjusted by multiplying the
         Exercise Price in effect immediately prior to the record date fixed for
         determination of stockholders entitled to receive such distribution by
         a fraction of which the denominator shall be the VWAP determined as of
         the record date mentioned above, and of which the numerator shall be
         such VWAP on such record date less the then per share fair market value
         at such record date of the portion of such assets or evidence of
         indebtedness so distributed applicable to one outstanding share of the
         Common Stock as determined by the Board of Directors in good faith. In
         either case the adjustments shall be described in a statement provided
         to the Holder of the portion of assets or evidences of indebtedness so
         distributed or such subscription rights applicable to one share of
         Common Stock. Such adjustment shall be made whenever any such
         distribution is made and shall become effective immediately after the
         record date mentioned above.

                  e) Fundamental Transaction. If, at any time while this Warrant
         is outstanding, (A) the Company effects any merger or consolidation of
         the Company with or into another Person, (B) the Company effects any
         sale of all or substantially all of its assets in one or a series of
         related transactions, (C) any tender offer or exchange offer (whether
         by the Company or another Person) is completed pursuant to which
         holders of Common Stock are permitted to tender or exchange their
         shares for other securities, cash or property, or (D) the Company
         effects any reclassification of the Common Stock or any compulsory
         share exchange pursuant to which the Common Stock is effectively
         converted into or exchanged for other securities, cash or property
         (each "Fundamental Transaction"), then, upon any subsequent exercise of
         this Warrant, the Holder shall have the right to receive, for each
         Warrant Share that would have been issuable upon such exercise
         immediately prior to the occurrence of such Fundamental Transaction,
         the number of shares of Common Stock of the successor or acquiring
         corporation or of the Company, if it is the surviving corporation, and
         any additional consideration (the "Alternate Consideration") receivable
         as a result of such merger, consolidation or disposition of assets by a
         holder of the number of shares of Common Stock for which this Warrant
         is exercisable immediately prior to such event. For purposes of any
         such exercise, the determination of the Exercise Price shall be
         appropriately adjusted to apply to such Alternate Consideration based
         on the amount of Alternate Consideration issuable in respect of one
         share of Common Stock in such Fundamental Transaction, and the Company
         shall apportion the Exercise Price among the Alternate Consideration in
         a reasonable manner reflecting the relative value of any different
         components of the Alternate Consideration. If holders of Common Stock
         are given any choice as to the securities, cash or property to be
         received in a Fundamental Transaction, then the Holder shall be given
         the same choice as to the Alternate Consideration it receives upon any
         exercise of this Warrant following such Fundamental Transaction. To the
         extent necessary to effectuate the foregoing provisions, any successor
         to the Company or surviving entity in such Fundamental Transaction
         shall issue to the Holder a new warrant consistent with the foregoing
         provisions and evidencing the Holder's right to exercise such warrant
         into Alternate Consideration. The terms of any agreement pursuant to
         which a Fundamental Transaction is effected shall include terms

<PAGE>

         requiring any such successor or surviving entity to comply with the
         provisions of this Section 3(e) and insuring that this Warrant (or any
         such replacement security) will be similarly adjusted upon any
         subsequent transaction analogous to a Fundamental Transaction.
         Notwithstanding anything to the contrary, in the event of a Fundamental
         Transaction that is (1) an all cash transaction, (2) a "Rule 13e-3
         transaction" as defined in Rule 13e-3 under the Securities Exchange Act
         of 1934, as amended, or (3) a Fundamental Transaction involving a
         person or entity not traded on a national securities exchange, the
         Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq
         Capital Market, the Company or any successor entity shall pay at the
         Holder's option, exercisable at any time concurrently with or within 30
         days after the consummation of the Fundamental Transaction, an amount
         of cash equal to the value of this Warrant as determined in accordance
         with the Black Scholes Option Pricing Model obtained from the "OV"
         function on Bloomberg L.P. using (i) a price per share of Common Stock
         equal to the VWAP of the Common Stock for the Trading Day immediately
         preceding the date of consummation of the applicable Fundamental
         Transaction, (ii) a risk-free interest rate corresponding to the U.S.
         Treasury rate for a period equal to the remaining term of this Warrant
         as of the date of consummation of the applicable Fundamental
         Transaction and (iii) an expected volatility equal to the 100 day
         volatility obtained from the "HVT" function on Bloomberg L.P.
         determined as of the Trading Day immediately following the public
         announcement of the applicable Fundamental Transaction.

                  f) Calculations. All calculations under this Section 3 shall
         be made to the nearest cent or the nearest 1/100th of a share, as the
         case may be. For purposes of this Section 3, the number of shares of
         Common Stock deemed to be issued and outstanding as of a given date
         shall be the sum of the number of shares of Common Stock (excluding
         treasury shares, if any) issued and outstanding.

                  g) Voluntary Adjustment By Company. The Company may at any
         time during the term of this Warrant reduce the then current Exercise
         Price to any amount and for any period of time deemed appropriate by
         the Board of Directors of the Company.

                  h) Notice to Holder.

                           i. Adjustment to Exercise Price. Whenever the
                  Exercise Price is adjusted pursuant to any provision of this
                  Section 3, the Company shall promptly mail to the Holder a
                  notice setting forth the Exercise Price after such adjustment
                  and setting forth a brief statement of the facts requiring
                  such adjustment. If the Company enters into a Variable Rate
                  Transaction (as defined in the Purchase Agreement), despite
                  the prohibition thereon in the Purchase Agreement, the Company
                  shall be deemed to have issued Common Stock or Common Stock
                  Equivalents at the lowest possible conversion or exercise
                  price at which such securities may be converted or exercised.

                           ii. Notice to Allow Exercise by Holder. If (A) the
                  Company shall declare a dividend (or any other distribution in
                  whatever form) on the Common Stock; (B) the Company shall
                  declare a special nonrecurring cash dividend on or a
                  redemption of the Common Stock; (C) the Company shall
                  authorize the granting to all holders of the Common Stock
                  rights or warrants to subscribe for or purchase any shares of
                  capital stock of any class or of any rights; (D) the approval
                  of any stockholders of the Company shall be required in
                  connection with any reclassification of the Common Stock, any
                  consolidation or merger to which the Company is a party, any
                  sale or transfer of all or substantially all of the assets of
                  the Company, of any compulsory share exchange whereby the
                  Common Stock is converted into other securities, cash or
                  property; (E) the Company shall authorize the voluntary or

<PAGE>

                  involuntary dissolution, liquidation or winding up of the
                  affairs of the Company; then, in each case, the Company shall
                  cause to be mailed to the Holder at its last address as it
                  shall appear upon the Warrant Register of the Company, at
                  least 20 calendar days prior to the applicable record or
                  effective date hereinafter specified, a notice stating (x) the
                  date on which a record is to be taken for the purpose of such
                  dividend, distribution, redemption, rights or warrants, or if
                  a record is not to be taken, the date as of which the holders
                  of the Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) the date on which such reclassification,
                  consolidation, merger, sale, transfer or share exchange is
                  expected to become effective or close, and the date as of
                  which it is expected that holders of the Common Stock of
                  record shall be entitled to exchange their shares of the
                  Common Stock for securities, cash or other property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided that the failure to
                  mail such notice or any defect therein or in the mailing
                  thereof shall not affect the validity of the corporate action
                  required to be specified in such notice. The Holder is
                  entitled to exercise this Warrant during the period commencing
                  on the date of such notice to the effective date of the event
                  triggering such notice.

         Section 4.     Transfer of Warrant.

                  a) Transferability. Subject to compliance with any applicable
         securities laws and the conditions set forth in Section 4(d) hereof and
         to the provisions of Section 4.1 of the Purchase Agreement, this
         Warrant and all rights hereunder (including, without limitation, any
         registration rights) are transferable, in whole or in part, upon
         surrender of this Warrant at the principal office of the Company or its
         designated agent, together with a written assignment of this Warrant
         substantially in the form attached hereto duly executed by the Holder
         or its agent or attorney and funds sufficient to pay any transfer taxes
         payable upon the making of such transfer. Upon such surrender and, if
         required, such payment, the Company shall execute and deliver a new
         Warrant or Warrants in the name of the assignee or assignees and in the
         denomination or denominations specified in such instrument of
         assignment, and shall issue to the assignor a new Warrant evidencing
         the portion of this Warrant not so assigned, and this Warrant shall
         promptly be cancelled. A Warrant, if properly assigned, may be
         exercised by a new holder for the purchase of Warrant Shares without
         having a new Warrant issued.

                  b) New Warrants. This Warrant may be divided or combined with
         other Warrants upon presentation hereof at the aforesaid office of the
         Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         4(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice. All Warrants issued on
         transfers or exchanges shall be dated the original Issue Date and shall
         be identical with this Warrant except as to the number of Warrant
         Shares issuable pursuant thereto.

                  c) Warrant Register. The Company shall register this Warrant,
         upon records to be maintained by the Company for that purpose (the
         "Warrant Register"), in the name of the record Holder hereof from time
         to time. The Company may deem and treat the registered Holder of this
         Warrant as the absolute owner hereof for the purpose of any exercise
         hereof or any distribution to the Holder, and for all other purposes,
         absent actual notice to the contrary.

<PAGE>

                  d) Transfer Restrictions. If, at the time of the surrender of
         this Warrant in connection with any transfer of this Warrant, the
         transfer of this Warrant shall not be registered pursuant to an
         effective registration statement under the Securities Act and under
         applicable state securities or blue sky laws or eligible for resale
         under Rule 144, the Company may require, as a condition of allowing
         such transfer, that the Holder or transferee of this Warrant, as the
         case may be, comply with the provisions of Section 5.7 of the Purchase
         Agreement.

         Section 5. Forced Exercise. Notwithstanding anything herein to the
contrary, if at any time following the date which is nine (9) months following
the Closing Date the VWAP for any 20 out of 30 consecutive Trading Days (such 30
Trading Day period being the "Threshold Period") exceeds $1.125 (subject to
appropriate and equitable adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock
that occur after the Original Issue Date), then the Company may, within 1
Trading Day after the end of any such Threshold Period, deliver a written notice
to the Holder (a "Forced Exercise Notice" and the date such notice is delivered
to the Holder, the "Forced Exercise Notice Date") to cause the Holder to
exercise this Warrant, in whole or in part, as specified in such Forced Exercise
Notice ("Forced Exercise") on or prior to the tenth Trading Day following the
Holder's receipt of such Forced Exercise Notice (such date, the "Forced Exercise
Date"). The Company may not deliver a Forced Exercise Notice, and any Forced
Exercise Notice delivered by the Company shall not be effective, unless all of
the Equity Conditions (as defined in the Notes) are met (unless waived in
writing by the Holder) on each Trading Day occurring during the applicable
Threshold Period through and including the later of the Forced Exercise Date and
the Trading Day after the date such Warrant Shares pursuant to such exercise are
delivered to the Holder (except clause (xii) of the Equity Conditions shall
apply only during the Threshold Period). Any Forced Exercise shall be applied
ratably to all holders of Warrants based on their original number of Warrant
Shares underlying the Warrants, provided that any voluntary exercises by a
Holder shall be applied against the Holder's pro rata allocation, thereby
decreasing the aggregate amount forcibly exercised hereunder if only a portion
of this Warrant is subject to Forced Exercise hereunder. For purposes of
clarification, a Forced Exercise shall be subject to all of the provisions of
Section 2, including, without limitation, the provision requiring payment of
liquidated damages and limitations on conversions. If any Forced Exercise cannot
be effected due to the Beneficial Ownership Limitation, then the Holder shall
furnish the Company with the calculation showing that such Beneficial Ownership
Limitation would otherwise be exceeded.

         Section 6.   Miscellaneous.

                  a) No Rights as Shareholder Until Exercise. This Warrant does
         not entitle the Holder to any voting rights or other rights as a
         shareholder of the Company prior to the exercise hereof as set forth in
         Section 2(e)(i).

                  b) Loss, Theft, Destruction or Mutilation of Warrant. The
         Company covenants that upon receipt by the Company of evidence
         reasonably satisfactory to it of the loss, theft, destruction or
         mutilation of this Warrant or any stock certificate relating to the
         Warrant Shares, and in case of loss, theft or destruction, of indemnity
         or security reasonably satisfactory to it (which, in the case of the
         Warrant, shall not include the posting of any bond), and upon surrender
         and cancellation of such Warrant or stock certificate, if mutilated,
         the Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such cancellation, in lieu of such Warrant
         or stock certificate.

                  c) Saturdays, Sundays, Holidays, etc. If the last or appointed
         day for the taking of any action or the expiration of any right
         required or granted herein shall not be a Business Day, then such
         action may be taken or such right may be exercised on the next
         succeeding Business Day.

<PAGE>

                  d) Authorized Shares.

                           The Company covenants that during the period the
                  Warrant is outstanding, it will reserve from its authorized
                  and unissued Common Stock a sufficient number of shares to
                  provide for the issuance of the Warrant Shares upon the
                  exercise of any purchase rights under this Warrant. The
                  Company further covenants that its issuance of this Warrant
                  shall constitute full authority to its officers who are
                  charged with the duty of executing stock certificates to
                  execute and issue the necessary certificates for the Warrant
                  Shares upon the exercise of the purchase rights under this
                  Warrant. The Company will take all such reasonable action as
                  may be necessary to assure that such Warrant Shares may be
                  issued as provided herein without violation of any applicable
                  law or regulation, or of any requirements of the Trading
                  Market upon which the Common Stock may be listed. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant, be duly authorized, validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges
                  created by the Company in respect of the issue thereof (other
                  than taxes in respect of any transfer occurring
                  contemporaneously with such issue).

                           Except and to the extent as waived or consented to by
                  the Holder, the Company shall not by any action, including,
                  without limitation, amending its certificate of incorporation
                  or through any reorganization, transfer of assets,
                  consolidation, merger, dissolution, issue or sale of
                  securities or any other voluntary action, avoid or seek to
                  avoid the observance or performance of any of the terms of
                  this Warrant, but will at all times in good faith assist in
                  the carrying out of all such terms and in the taking of all
                  such actions as may be necessary or appropriate to protect the
                  rights of Holder as set forth in this Warrant against
                  impairment. Without limiting the generality of the foregoing,
                  the Company will (a) not increase the par value of any Warrant
                  Shares above the amount payable therefor upon such exercise
                  immediately prior to such increase in par value, (b) take all
                  such action as may be necessary or appropriate in order that
                  the Company may validly and legally issue fully paid and
                  nonassessable Warrant Shares upon the exercise of this
                  Warrant, and (c) use commercially reasonable efforts to obtain
                  all such authorizations, exemptions or consents from any
                  public regulatory body having jurisdiction thereof as may be
                  necessary to enable the Company to perform its obligations
                  under this Warrant.

                           Before taking any action which would result in an
                  adjustment in the number of Warrant Shares for which this
                  Warrant is exercisable or in the Exercise Price, the Company
                  shall obtain all such authorizations or exemptions thereof, or
                  consents thereto, as may be necessary from any public
                  regulatory body or bodies having jurisdiction thereof.

                  e) Jurisdiction. All questions concerning the construction,
         validity, enforcement and interpretation of this Warrant shall be
         determined in accordance with the provisions of the Purchase Agreement.

                  f) Restrictions. The Holder acknowledges that the Warrant
         Shares acquired upon the exercise of this Warrant, if not registered,
         will have restrictions upon resale imposed by state and federal
         securities laws.

                  g) Nonwaiver and Expenses. No course of dealing or any delay
         or failure to exercise any right hereunder on the part of Holder shall
         operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding the fact that all rights
         hereunder terminate on the Termination Date. If the Company willfully

<PAGE>

         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder such amounts as shall be sufficient to cover any costs and
         expenses including, but not limited to, reasonable attorneys' fees,
         including those of appellate proceedings, incurred by Holder in
         collecting any amounts due pursuant hereto or in otherwise enforcing
         any of its rights, powers or remedies hereunder.

                  h) Notices. Any notice, request or other document required or
         permitted to be given or delivered to the Holder by the Company shall
         be delivered in accordance with the notice provisions of the Purchase
         Agreement.

                  i) Limitation of Liability. No provision hereof, in the
         absence of any affirmative action by Holder to exercise this Warrant to
         purchase Warrant Shares, and no enumeration herein of the rights or
         privileges of Holder, shall give rise to any liability of Holder for
         the purchase price of any Common Stock or as a stockholder of the
         Company, whether such liability is asserted by the Company or by
         creditors of the Company.

                  j) Remedies. Holder, in addition to being entitled to exercise
         all rights granted by law, including recovery of damages, will be
         entitled to specific performance of its rights under this Warrant. The
         Company agrees that monetary damages would not be adequate compensation
         for any loss incurred by reason of a breach by it of the provisions of
         this Warrant and hereby agrees to waive and not to assert the defense
         in any action for specific performance that a remedy at law would be
         adequate.

                  k) Successors and Assigns. Subject to applicable securities
         laws, this Warrant and the rights and obligations evidenced hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         the Holder or holder of Warrant Shares.

                  l) Amendment. This Warrant may be modified or amended or the
         provisions hereof waived with the written consent of the Company and
         the Holder.

                  m) Severability. Wherever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  n) Headings. The headings used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.


                                  ********************

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above indicated.


                                         CDEX INC.


                                         By: M H Philips, Jr.
                                             -----------------------
                                             Name:  M H Philips, Jr.
                                             Title: CEO




                                       15
<PAGE>

                               NOTICE OF EXERCISE

TO:      CDEX INC.
RE:      Warrant originally issued on or about ____________ to  ________________
         for ____________  Warrant Shares.

         (1) The undersigned hereby elects to purchase _______________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

         (2)______Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 2(c), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 2(c).

         (3)______Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  -------------------------------

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

                  -------------------------------

                  -------------------------------

                  -------------------------------

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Warrant Holder: ________________________________________________________
Signature of Authorized Signatory of Warrant Holder: ___________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________





<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


                                                  whose address is
-------------------------------------------------

---------------------------------------------------------------.



---------------------------------------------------------------

                                                 Dated:  ______________, _______


                           Holder's Signature:     _____________________________

                           Holder's Address:       _____________________________

                                                   _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.