EXHIBIT 10.10

                  NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

                             FOR CDEX-INC. EMPLOYEES



         This  Non-Disclosure and  Confidentiality  Agreement (the "Agreement"),
made  effective as of January15,  2004 (the  "Effective  Date"),  by and between
CDEX-Inc., a Nevada corporation (the "Company"), and the undersigned employee or
Consultant (the "Employee").

         WHEREAS, the Company has hired the Employee to perform services for the
Company (the "Services") pursuant to an Agreement dated effective as of the date
hereof (the "Employment Agreement"); and

         WHEREAS,  there exist certain confidential and proprietary  information
and  intellectual  property  rights  which are  important  to the success of the
Company; and

         WHEREAS,  as an express condition for the Company's  agreement to enter
into  the  Employment  Agreement  and to  provide  him with  access  to the said
confidential and proprietary  information and intellectual  property rights, the
Employee  has  agreed  that he would  keep  confidential  and not  disclose  the
Company's  said  confidential  and  proprietary   information  and  intellectual
property  rights,  and  would  execute  a  confidentiality   and  non-disclosure
agreement to that effect; and

         WHEREAS,  the parties intend that this Agreement be the confidentiality
and non-disclosure agreement referenced above.

         NOW,  THEREFORE,   in  consideration  of  the  above,  the  rights  and
obligations set forth herein, and other valuable considerations, the receipt and
sufficiency of which the parties hereby acknowledge, the parties hereby agree as
follows:

         1. CONFIDENTIAL  INFORMATION.  The term  "Confidential  Information" as
used  herein  means  trade   secrets,   confidential   business  or   commercial
information,  customer lists,  vendor lists,  technical  information,  know-how,
inventions,  patents,  discoveries  (whether  or  not  patentable),  copyrights,
trademarks,  service  marks,  techniques,  data,  systems,  methods,  processes,
improvements,   developments,   enhancements,   and  modifications,   and  other
proprietary  rights,  whether oral or written,  or in recorded form, tangible or
intangible, that are (i) from time to time owned or possessed by or on behalf of
the Company or any entity related by ownership to the Company,  (ii)  conceived,
developed,  designed or otherwise created, modified or improved by the Employee,
in whole or in part,  or which the  Employee may receive,  produce,  obtain,  or
learn about, in whole or in part, in connection with

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the  performance  of the  Services,  or (iii) relate in any way or manner to, or
arise out of, the Company and its  operations.  Confidential  Information  shall
also include (i) all right,  title and interest to the Confidential  Information
arising under any laws of any country, and (ii) all right, title and interest in
all causes of action relating to the Confidential  Information arising under the
patent, copyright,  trade mark, service mark, trade secret, or other laws of any
jurisdiction,  which causes of action have not been asserted as of the Effective
Date.

         2. NO LICENSE. All Confidential  Information disclosed to the Employee,
or which is or may be  available  to the  Employee,  shall be held in trust  and
confidence by the Employee for the Company.  No interest or license of any right
respecting the Confidential Information, other than as expressly set out herein,
is granted to the Employee under this Agreement by implication or otherwise.

         3. THE PURPOSE. The Employee shall not use the Confidential Information
in any  manner  except as is  reasonably  required  for the  performance  of the
Services. Such use shall be referred to herein as the "Purpose".

         4. PROTECTION OF CONFIDENTIAL  INFORMATION.  The Employee shall use his
best  faith  efforts to  protect  the  Company's  interest  in the  Confidential
Information and to keep it  confidential,  using a standard of care no less than
the degree of care that the Employee would  reasonably be expected to employ for
his own similar confidential information. In particular, the Employee shall not,
directly or  indirectly,  disclose,  allow  access to,  transmit or transfer the
Confidential  Information  to a third party without the Company's  prior written
consent.  The Confidential  Information  shall not be copied,  reproduced in any
form or stored in a retrieval  system or database  by the  Employee  without the
prior written consent of the Company,  except for such copies and storage as may
reasonably be required internally by the Employee for the Purpose.  The Employee
shall promptly notify the Company of any unauthorized  disclosure,  release,  or
transfer of the Confidential Information and shall provide reasonable assistance
to terminate such unauthorized use or disclosure.

         5. RETURN OF CONFIDENTIAL INFORMATION. The Employee shall, upon request
of the  Company  from  time to time or upon the  termination  of the  Employment
Agreement,  immediately  return to the Company or destroy,  as the Company shall
select,  the  Confidential  Information  and  all  copies  thereof  in any  form
whatsoever under the possession, power or control of the Employee. Upon request,
the Employee shall provide the Company with a destruction certificate.

         6. EXCEPTIONS.  The obligations of the Employee under Sections 1, 2, 3,
4, and 5 herein shall not apply to Confidential Information:

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                  a. which at the time of disclosure is, or thereafter  becomes,
available to the trade or the public without  restriction other than through the
fault, negligence, or other acts of the Employee;

                  b.  which  is  lawfully  and in  good  faith  obtained  by the
Employee from an independent  third party without breach of this  Agreement,  as
shown by  documentation  sufficient  to establish the third party as a source of
the  Confidential  Information,  and not  obtained  by the third  party from the
Company or by unlawful or improper means; or

                  c.  which  the  Employee  can  establish,  by  documented  and
competent  evidence,  was in his  possession  prior to the date of disclosure of
such  Confidential  Information by the Company or an entity  affiliated with the
Company, or was independently developed by the Employee.

         Notwithstanding  the  above,  however,  the  Employee  and the  Company
further agree that individual elements of the Confidential Information may be or
become  available to the general public or a third party through no fault of the
Employee, but that such availability of individual elements of knowledge may not
produce cognizant appreciation of the value of elements of knowledge and may not
render  known an  integrated  package  of  information  having  the value of the
Company's  integrated  package of know-how with its various  parameters  already
reconciled  and  optimized  in  substantial  part.  Accordingly,   the  Employee
understands that public availability, or the availability from a third party, of
the  individual  parts of the  Confidential  Information  does not  release  his
obligation  of  confidence  for  Confidential  Information  that is not  already
publicly  available.  Further,  the  Employee  will not be  permitted to justify
disregard  of  the  obligations  of  confidence  by  use  of  the   Confidential
Information  or parts  thereof  to guide a search to piece  together a series of
items of knowledge from unconnected sources, fitting them together by use of the
Company's package of Confidential Information to make a showing of nonsecrecy of
such information.  The foregoing  provisions of this Section 6  notwithstanding,
the Employee shall not be more burdened  against use of information  from public
sources or third party  sources than a third party  competitor  would be, had he
not received  disclosure of either the Confidential  Information or the value of
the  Confidential  Information  or any of its  parts,  and  had he not  had  his
interest  therein  sponsored  or  initiated  by  knowledge  of the  Confidential
Information  or any part  thereof  or its  value.  Accordingly,  subject  to the
restrictions  set forth  herein,  the  Employee  remains  free to act on and use
available  information  from public sources or from third party sources when and
to the extent a competitor of the Company, otherwise disinterested, would in the
natural  course of  business  learn of,  appreciate  the value of,  and use such
public  source or third party source  information  without  having  responded to
initiative or interest  suggested by knowledge of the Confidential  Information,
its parts or the value thereof.

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         7. DEFAULT.  Any  violation or attempted  violation of any provision of
this  Agreement  by the  Employee  is an  unauthorized  use of the  Confidential
Information and shall be deemed to be a material  breach of this Agreement.  The
Employee  hereby agrees to indemnify,  defend and hold harmless the Company from
any and all claims, losses,  actions,  injuries,  damages,  fines, penalties, or
other  liabilities,  including  but not  limited  to loss of  profits  and other
economic losses,  attorneys' fees and court costs,  resulting from or related to
the breach of this Agreement by the Employee.

                  a.  Without  prejudice  to the rights and  remedies  otherwise
available,  the Company  shall be entitled to equitable  relief,  such as for an
injunction or specific performance, without the need to post any bond or surety,
if the Employee  should  breach or threaten to breach any of the  provisions  of
this Agreement. The Employee recognizes and acknowledges that if he breaches the
provisions of this  Agreement,  damages to the Company would be difficult if not
impossible to ascertain, and because of the immediate and irreparable damage and
loss that may be  caused to the  Company  for  which it would  have no  adequate
remedy,  it is  therefore  agreed that the  Company,  in addition to and without
limiting  any other  remedy or right it may have,  shall be  entitled to have an
injunction  or other  equitable  relief in any court of  competent  jurisdiction
enjoining any such breach,  and the Employee  hereby waives any and all defenses
he may have on the grounds of lack of  jurisdiction  or competence of a court to
grant such an injunction or other equitable relief.  The existence of this right
shall not  preclude  the  applicability  or  exercise  of any other  rights  and
remedies at law or in equity that the Company may have.

                  b. Subject to any applicable  arbitration  provisions  herein,
nothing herein shall be construed as  prohibiting  the Company from pursuing any
remedies,  both federal and state, legal or equitable,  available to the Company
for any breach or threatened breach by the Employee,  including, but not limited
to,  recovery from the Employee in accordance with the provisions of the Uniform
Trade Secrets Act.

                  c. In the event that any enforcement action is taken by either
party  hereunder,  including  filing an action in court or in  arbitration,  the
prevailing  party shall be entitled to recover  from the losing  party its costs
and expenses, including its reasonable attorneys' fees and court costs.

         9. TERM. The term of this Agreement  shall commence as of the Effective
Date and shall  continue  until  the  later of (i)  three  (3)  years  after the
termination of the Employee's  employment  with the Company,  or (ii) fifty (50)
years after the Effective Date.

         10.  INDEPENDENT  AGREEMENT.  The  parties  expressly  agree  that this
Agreement is an independent agreement, and shall be construed in accordance with
its terms.  The validity or  invalidity  of the  Employment  Agreement or of any
other

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document  related  thereto  shall not affect the validity or  invalidity of this
Agreement,  it being the express intent of the parties that this Agreement shall
survive the termination of the Employment Agreement, regardless of the nature or
manner of the termination, including its termination for invalidity.

         11.  REPRESENTATIONS.  The Employee  represents that this Agreement has
been duly executed and delivered by the Employee and  constitutes  the valid and
binding  obligations of the Employee;  that his execution of this Agreement will
not violate any  provision of any  contract to which he is a party;  and that he
has had the opportunity to have this Agreement reviewed by his own counsel.

         12. ARBITRATION.  Any failure to perform,  controversy or claim arising
out of or relating to this  Agreement  or the  breach,  termination  or validity
thereof,  other than an action by the Company for injunctive  relief or specific
performance,  shall be determined  exclusively by arbitration in accordance with
the  provisions  of this  Section  12 and in  accordance  with the  rules of the
American  Arbitration   Association  for  arbitrating  commercial  matters.  The
arbitration shall be held in Washington, D.C., the surrounding metropolitan area
of Maryland,  or such other  location as the parties shall mutually  agree.  The
arbitrators  shall base their  award on  applicable  Maryland  law and  judicial
precedent,  and shall  accompany  their award with written  findings of fact and
conclusions  of law.  The  decision of the  arbitrators  shall be binding on the
parties, except that either party may appeal the arbitrators' decision by filing
an action to  reconsider  the  decision  of the  arbitrators  in a court  having
jurisdiction  hereunder.  In any such action the  arbitrators'  findings of fact
shall be  conclusive  and binding on both  parties and the sole  questions to be
determined  by the court shall be (i) whether or not the  arbitrators'  decision
was  contrary  to Maryland  law and  judicial  precedent,  and (ii) if the court
determines  that the  arbitrators'  decision  was  contrary to Maryland  law and
judicial  precedent,  then  how the  dispute  shall  be  resolved  based  on the
arbitrators'  findings of facts and  Maryland law and  judicial  precedent.  The
decision of the court as to the resolution of the dispute under Maryland law and
judicial precedent shall supercede the arbitrators' decision.  Judgment upon the
award rendered by the arbitrators,  as modified by the court, if applicable, may
be entered in any court having jurisdiction in accordance herewith.

                  a. SELECTION OF ARBITRATORS.  An arbitrator  shall be selected
by each of the  parties,  and the  arbitrators  shall  mutually  select  another
arbitrator  to  serve  with  them  so  that  there  shall  be an odd  number  of
arbitrators.  Alternatively, the parties may agree to accept a single arbitrator
to be mutually agreed upon by the parties.  Each person serving as an arbitrator
hereunder  shall be a  professional  with  excellent  academic and  professional
credentials  who has had  experience  as an  arbitrator  and at least  ten years
experience  in the field of  resolving  commercial  disputes  in the  Washington
Metropolitan area.

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                  b.  DISCOVERY.  Each party shall,  upon the written request of
the other  party,  provide  the other with copies of  documents  relevant to the
issues raised thereby.  Other discovery may be ordered by the arbitrators to the
extent the arbitrators deem additional  discovery  appropriate,  and any dispute
regarding discovery, including disputes as to the need therefor or the relevance
or scope thereof,  shall be determined by the arbitrators,  which  determination
shall be conclusive.

                  c.  EXPENSES.  All  expenses  and fees of the  arbitrator  and
expenses for hearing facilities,  stenographers,  including  attorneys' fees and
the costs of expert  witnesses,  and other expenses of the arbitrators  shall be
borne by the non-prevailing party;  provided,  however, that the arbitrators may
allocate  a  portion  of such  expenses  to the other  party if the  arbitrators
believe  such a measure is  justified  by the conduct of the parties  during the
arbitration.

                  d. CONFIDENTIALITY OF PROCEEDINGS. The arbitration proceedings
conducted  pursuant hereto shall be  confidential.  Neither party shall disclose
any  information  about the  evidence  adduced  by the other in the  arbitration
proceeding  or about  documents  provided  by the other in  connection  with the
proceeding  except  in the  course  of a  judicial,  regulatory  or  arbitration
proceeding or as may be requested by a governmental authority. Before making any
disclosure permitted by the preceding sentence, the party intending to make such
disclosure shall give the other party reasonable  written notice of the intended
disclosure and afford the other party opportunity to protect its interests.  The
arbitrators,  expert witnesses and stenographic reporters shall sign appropriate
nondisclosure agreements in order to effectuate this agreement of the parties as
to confidentiality.

                  e. EQUITABLE  RELIEF.  Notwithstanding  anything herein to the
contrary,  any action brought by the Company for  injunctive  relief or specific
performance is not subject to the  requirements for arbitration  hereunder,  and
may be sought in any court having  jurisdiction in accordance  herewith  without
resorting to arbitration.

         13. MISCELLANEOUS.

                  a. This Agreement constitutes the entire agreement between the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
representations,  warranties,  terms,  conditions,  undertakings  or  collateral
agreements,  express,  implied or statutory,  between the parties respecting the
subject matter hereof other than as expressly set forth in this Agreement.

                  b. It is understood  that any failure or delay by either party
in exercising  any right,  power or privilege  hereunder  shall not operate as a
waiver thereof,  nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof.

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                  c. This Agreement may not be assigned by the Employee  without
the prior written consent of the Company, which consent shall be in the sole and
absolute discretion of the Company. This Agreement shall inure to the benefit of
and be binding upon permitted  successors  and permitted  assigns of the parties
hereto.

                  d.  This   Agreement   shall  be  construed  and  enforced  in
accordance  with the laws of the State of Maryland,  excluding its principles of
conflicts  of laws.  Subject to the  requirement  for  arbitration  herein,  the
parties hereto agree that any action  related to this  Agreement  shall be filed
exclusively in the appropriate  state or federal court having  jurisdiction over
Rockville,   Maryland,   and  the  parties  hereby  irrevocably  commit  to  the
jurisdiction and venue of such courts.  Each of the parties waives all rights to
a trial by jury in any action, suit or proceeding hereunder.

                  e. The terms,  clauses and provisions of this Agreement  shall
be severable so that if any term,  clause,  or provision  hereof shall be deemed
invalid or  unenforceable  for any reason,  such invalidity or  unenforceability
shall not affect the remaining terms,  clauses,  and provisions  hereof.  If any
term, clause or provision contained herein is found by an arbitration proceeding
or a court having  jurisdiction  as provided herein to be contrary to applicable
law and judicial precedent in its character or restriction,  the term, clause or
provision shall not be rendered  unenforceable thereby, but rather the character
or  restriction  of such term,  clause or provision  shall be deemed  reduced or
modified  with  retroactive  effect to render  such  term,  clause or  provision
reasonable and such term, clause or provision shall be enforced as modified.  If
the court having jurisdiction will not revise the term, clause or provision, the
parties  shall  mutually  agree  to a  revision  having  an  effect  as close as
permitted by law to the provision  declared  unenforceable.  The Employee agrees
that if an  arbitration  proceeding or a court having  jurisdiction  as provided
herein determines,  despite the express intent of the Employee, that any portion
of this Agreement is not enforceable,  the remaining portions shall be valid and
enforceable.

                  f. Time is of the essence under this Agreement.

                  g. The  Section  and  subsection  headings  contained  in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose,  and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.

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                  IN WITNESS WHEREOF, the Employee and the Company have executed
this Non-Disclosure and  Confidentiality  Agreement as set forth below as of the
date given above.




                       CDEX-INC.



                               By:                                        (SEAL)
                                    --------------------------------------
                                    Malcolm H. Philips, Chief Executive Officer



                       EMPLOYEE or Consultant


                                                                          (SEAL)
                               -------------------------------------------
                               Name:

                               Signed by the Employee or Consultant on
                               January 15, 2002

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