EXHIBIT 10.8


               ASSIGNED CONSULTANT SERVICES AGREEMENT FOR MICHAEL
                 MERGENTHALER RESTATED AS EMPLOYMENT AGREEMENT



THIS EMPLOYMENT  AGREEMENT is entered into as of January 1, 2002 (the "EFFECTIVE
DATE"),  by and between  CDEX-Inc.,  a Nevada  corporation (the "COMPANY"),  and
Michael Mergenthaler (the "EMPLOYEE").

Whereas a Consultant  Services  Agreement  dated July 24, 2001 (the  "CONSULTANT
SERVICES AGREEMENT"),  among several named Consultants (including the Employee),
the Company and  Dynamic  Management  Resolutions  LLC ("DMR")  currently  is in
effect and provides for Employee to provide  services to Company  under  certain
terms.

Whereas on January 1, 2002,  that Consultant  Services  Agreement was amended to
allow  assignment of the Consultant  Services  Agreement as related to any named
Consultant upon written approval of that Consultant and the Company.

Whereas,  Employee and Company desire to have Employee provide services noted in
the Consultant  Services Agreement directly to the Company as an employee of the
Company,

The undersigned covenant and agree as follows:

First,  the obligations,  rights and benefits of DMR in the Consultant  Services
Agreement  as related to Employee are hereby  assigned to the  Company.  (By the
undersigned  signature of the DMR  representative,  DMR reflects  agreement with
this assignment.)

Second, the Employee and Company agree that as of the Effective Date note above,
Employee will provide service to Company as an employee pursuant to the terms of
the  Consultant  Services  Agreement,  whose  terms  have been  amended in part.
Employee,  Company  and DMR agree that the terms  stated  below are the  amended
Consultant Services Agreement as related to Employee.

1.  EMPLOYMENT  AGREEMENT. Subject to the terms and conditions set forth in this
Agreement,  the Company agrees to employ the Employee,  and the Employee accepts
employment with the Company, in accordance with the terms and provisions of this
Agreement.

2.  TERM. This agreement shall remain in effect until terminated pursuant to the
termination provisions provided herein.

3.  SERVICES OF THE EMPLOYEE. The Employee shall serve  initially as the Manager
of  Business  Development  and, as the needs of the  Company  dictate,  in other
positions as directed

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by the Company.  The Employee  shall  faithfully  perform such  services for the
business and affairs of the Company (the "SERVICES").  The Employee shall devote
his best  efforts and  attention  to the  performance  of the Services and shall
expend such time as may be required to perform the Services.  The Employee shall
not perform  services  that are similar in nature to the  Services for any other
person or entity for compensation.

4.  PLACE OF  PERFORMANCE.  The Employee shall be based initially at such office
of the Company as the  Company  and the  Employee  shall  determine,  except for
reasonable travel on Company business. If the Company requires that the Employee
relocate  his place of  performance  to a location  more than 100 miles from the
then-current  office,  the Company  shall pay or reimburse  the Employee for the
reasonable  moving and  relocation  expenses  incurred by the  Employee  and his
family to establish a personal residence at the new location.

5.  SALARY.

    5.1.  SALARY. The  Company  shall pay to the  Employee a salary  based on an
annual amount of $210,000 (the "SALARY"). The Company shall review the Salary on
an annual basis. The Salary shall be payable in equal monthly  installments,  or
in installments  as required by applicable  State law. Until January 1, 2003, to
the extent  that the  financial  posture of the  Company is such that paying the
full  monthly  installment  to  Employee  would  not  be in the  Company's  best
interest,  at the option of the Company monthly compensation in excess of $7,500
may be  deferred  until  January 1, 2003 and paid in cash or paid in  restricted
stock or stock  options  of the  Company.  Such  stock of the  Company  shall be
subject to all applicable federal and state laws, rules and regulations  related
to restricted stock. The Company shall impose no other  restrictions in relation
to such  restricted  stock except for those that arise by application of federal
or state laws, rules or regulations relating to such restricted stock.

    5.2 BONUS. At the discretion of Company,  the Employee shall be eligible for
an  annual  performance   bonus.   Bonuses  (including  stock  bonuses)  may  be
distributed  based  on  Company  performance  and  the  Employee's  role in that
performance.

    5.3.  BENEFITS.  The Employee  shall be entitled to receive such benefits as
the Company  may make  available  to its  employees  from time to time.  Nothing
contained in this Agreement shall prevent the Company,  at any time or from time
to time, from effecting modifications in the benefits, including eliminating any
or all of such benefits.

    5.4  VACATION;  HOLIDAYS.  The  Employee  shall be  entitled  to all  public
holidays as are observed by the Company and vacation days in accordance with the
applicable vacation policies of the Company. The Employee shall take holidays at
a reasonable time or times for the Company.

    5.5 EQUITY  PARTICIPATION.  Pursuant to the Consultant  Services  Agreement,
600,000 shares of restricted  common stock of the Company (the "INITIAL  STOCK")
have been issued to Employee,  subject to the graduated repayment provisions set
forth below. The Employee agrees to comply strictly with all legal  requirements
regarding the stock, including those related to

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distribution of the stock and restrictions associated with the stock.

        5.5.1.  REPAYMENT.  Notwithstanding the remainder of the Section, if the
Employee's services to the Company are terminated because of death or disability
(defined as the inability to substantially perform the Services by reason of any
medically  determined  physical  or  mental  impairment  that  is or  will  be a
permanent  condition or one that will continue for at least three  months),  the
Employee has no obligation to repay any of the Initial Stock. The Employee shall
repay in accordance with the following  repayment schedule part of the shares of
the  Initial  Stock (or other  equivalent  shares of the  Company  stock) if the
Employee's  services  are  terminated  prior to July 24, 2004 by the Company for
"Cause" or by Employee  without "Good Reason" as those terms are defined in this
Section 5.5. In either event,  then within sixty (60) days thereafter,  Employee
shall repay to the Company a portion of that Initial  Stock in  accordance  with
the following schedule.

                (a) if  termination  occurs  prior  to  January  24,  2002,  the
Employee shall repay seventy percent (70%) of the Initial Stock;

                (b) if  termination  occurs after  January 23, 2002 but prior to
July 24,  2002,  the  Employee  shall repay fifty  percent  (50%) of the Initial
Stock;

                (c) if termination  occurs after July 23, 2002 but prior to July
24, 2003,  the Employee  shall repay thirty  percent (30%) of the Initial Stock;
and

                (d) if termination  occurs after July 23, 2003 but prior to July
24, 2004, Employee shall repay fifteen percent (15%) of the Initial Stock.

        5.5.2  TERMINATION  FOR CAUSE.  Termination  by the  Company for "CAUSE"
shall be limited to any of the following:

            (i) The conviction of the Employee of, or a plea of nolo  contendere
by the Employee to, a felony;

            (ii)  The   intentional   fraud  by  the  Employee  on,  or  willful
misappropriation  by the Employee of, funds or property  belonging to or claimed
by the Company and exceeding $1000.00 in an aggregate amount;

            (iii) Intentional  misconduct by the Employee in connection with the
performance of duties, or the Employee's  failure to perform the Services in the
best interests of the Company (including, without limitation, material breach by
the Employee in  performance  of the Services but not minor  violations of rules
and  policies of the  Company)  that  substantially  and  adversely  impacts the
Company;

            (iv) The Employee's  chronic use of alcohol,  drugs or other similar
substances affecting work performance;

            (v) The material  breach by the Employee of the  performance  of any
material  part of the  Services or the  material  breach by the  Employee of any
agreement  that is  referenced  in Section 9 that  substantially  and  adversely
impacts the Company; or

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            (vi) The material  breach by the  Employee of any  provision of this
Agreement that substantially and adversely impacts the Company.

        5.5.3 TERMINATION FOR GOOD REASON. Termination by the Employee for "Good
Reason" shall be limited to any of the following:

            (i) The  occurrence  of a  material  breach  by the  Company  of any
provision  of this  Agreement  that  significantly  and  adversely  impacts  the
Employee;

            (ii) A  significant  reduction  or  modification  in the Services of
Employee that is inconsistent with Employee's title or position;

            (iii) Removal of the current President,  CEO, Chairman of the Board,
or Senior Vice President of Operations, that significantly and adversely impacts
Employee;

            (iv) The approval of a plan by the Board of Directors of the Company
involving the  dissolution  of the Company that is not  rescinded  within thirty
(30) days after its approval; or

            (v) The  involuntary  or  voluntary  filing  for  bankruptcy  of the
Company that is not dismissed within ninety (90) days after the date of filing.


        5.5.4 REPURCHASE RIGHTS. In the event that the Employee's  employment is
terminated,  then the Company shall have the right,  but not the obligation,  to
repurchase  all or a part of the Initial  Stock then owned by the  Employee at a
price  equal to fair  market  value,  less  any  appropriate  discounts  for the
restrictive  nature of, and the minority  interest  represented  by, the Initial
Stock.  In the event that the parties can not mutually  agree on the fair market
value of the Initial  Stock,  the value shall be  determined by  arbitration  in
accordance with the provisions of Section 12, except that the arbitrators  shall
each be qualified  appraisers  having at least ten years  experience  in valuing
commercial  businesses,  similar  in  nature  to  that  of the  Company,  in the
metropolitan Washington D.C area, and the decision of the arbitrator(s) shall be
final and conclusive on both parties.

        5.5.5  COMPLIANCE.  The Employee  acknowledges  that the issuance and/or
registration  of the Company's  stock must comply with all  applicable  laws and
regulations  relating  thereto.  Accordingly,  the Employee agrees that he shall
accept  shares  of the  Company's  stock  subject  to all  applicable  laws  and
regulations,  and shall  provide and  deliver to the  Company  all  information,
certifications,  and other  documentation  as may be requested by the Company as
part of the  Company's  compliance  with any  applicable  laws  and  regulations
relating to the issuance  and/or  registration  of any of the  Company's  stock,
including but not limited to the Initial Stock.

6.  EXPENSES.  The Company  shall  reimburse  the  Employee  for all  reasonable
business  expenses  incurred by the Employee that are authorized by the Company.
Reimbursement  shall be made in  accordance  with the  policies  of the  Company
related to reimbursable expenses.

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7.  TERMINATION  OF  EMPLOYMENT.  The  Employee's  services for the Company will
continue  until  terminated in accordance  with the  provisions of this Section.
Employment  hereunder may be terminated (i) by either party upon two weeks prior
written notice (the "NOTICE OF TERMINATION"), or (ii) immediately upon the death
of the Employee.  All Parties  acknowledge that Employee is an employee at will.
The date given in the Notice of  Termination  as the last day of the  Employee's
employment  shall be deemed  the "DATE OF  TERMINATION".  This  Agreement  shall
terminate on the Date of  Termination  except as  otherwise  provided in Section
13.4.  The Company  shall pay the Employee  the then current  Salary of Employee
through the Date of Termination and all other unpaid  amounts,  if any, to which
the  Employee  is  entitled  as of the  Date of  Termination,  such as  expenses
(Section 6).

8.  TERMINATION  OF  EMPLOYMENT  BEFORE JULY 24, 2004.  If before July 24, 2004,
Company terminates Employee for other than "CAUSE" (defined in Section 5.5.2) or
Employee terminates for "GOOD REASON" (defined in Section 5.5.3),  Company shall
pay  to  Employee  severance  compensation  in  accordance  with  the  following
schedule:

    8.1 If termination occurs before January 1, 2003, payment of an amount equal
to two years of the then current  annual Salary and Company stock equal to three
times the amount of Initial Stock provided at the direction of Employee.

    8.2 If  termination  occurs on or after  January 1, 2003 but before July 24,
2004,  payment of an amount equal to one year of the then current  annual Salary
or the monthly  Salary  through July 2004 with a minimum of four months  Salary,
whichever is less, and Company stock equal to 30% of the amount of Initial Stock
provided to Employee.

9.  CDEX  AGREEMENTS.  As an express  condition for the  Company's  agreement to
enter into this Agreement,  and as a pre-condition to the  effectiveness of this
Agreement,  the Employee  agrees to (i) keep the  confidential  and  proprietary
information  and the  intellectual  property of the Company  confidential;  (ii)
assign to the Company  all of the  ownership  rights in and to any  intellectual
property relating to the Company and its business that is developed, created, or
discovered  during the term of this  Agreement;  and (iii)  agree not to compete
with the  Company  and its  business  or  solicit  the  Company's  customers  or
employees  during the period of employment  with the Company and for a period of
three (3) years  thereafter.  To further provide for the  implementation of this
provision,  the Employee shall execute a CDEX Non-disclosure and Confidentiality
Agreement and a CDEX Non-Compete and  Non-Solicitation  Agreement (jointly,  the
"CDEX AGREEMENTS"),  copies of which are attached hereto as Exhibit A, the terms
and conditions of which are  specifically  incorporated  herein by reference.  A
breach by the  Employee of a provision  in any of the CDEX  Agreements  shall be
deemed a material breach of this Agreement by the Employee.

10. OWNERSHIP OF INTELLECTUAL PROPERTY.

    10.1. THE BUSINESS.  The parties  acknowledge that the Company is engaged in
the  development,  marketing  and  sale  of  certain  proprietary  technologies,
processes  and related  products in the areas of chemical  detection,  technical
processes, and technical/business services,

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and that the  Company  may also from time to time become or may intend to become
engaged  in  other  business  endeavors  (individually  and  collectively,   the
"BUSINESS").  The  Company  shall be deemed to  intend  to become  engaged  in a
business  endeavor  if it has  devoted or expended  any  significant  resources,
either financial or human resources,  towards the proposed  endeavor,  either in
planning or implementing the undertaking of such planned endeavor.

    10.2. THE INTELLECTUAL  PROPERTY.  In connection with this Agreement and the
performance of the Services,  the Employee acknowledges that there may exist now
or may exist in the future trade secrets,  confidential  information,  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,
whether oral or written, or in recorded form, tangible or intangible,  and other
proprietary  rights,  which  are or may be  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 the performance of the Services or relating in any way
or manner to, or arising out of, the Business and the  operations of the Company
during the term of this  Agreement,  or which the  Employee  may develop or make
from or by  reason  of  knowledge  gained  from  employment  (collectively,  the
"INTELLECTUAL  PROPERTY").  The  Employee  agrees  that all  rights,  title  and
interest in and to the  Intellectual  Property  shall  belong to the Company and
shall be considered as "work made for hire".  The Employee shall make prompt and
complete  disclosure  from  time  to  time to the  Company  of all  Intellectual
Property developed by the Employee, either solely or in conjunction with others.

    10.3.  ASSIGNMENT OF RIGHTS TO  INTELLECTUAL  PROPERTY.  The Employee hereby
assigns to the Company any and all right,  title and interest  that the Employee
has now or may  have in the  future  in and to the  Intellectual  Property.  The
Employee  agrees to execute  any  instruments  and to do all  things  reasonably
requested by the Company,  both during and after the term of this Agreement,  to
vest the Company with all ownership rights in the Intellectual  Property. If any
Intellectual Property can be protected by copyrights,  patents,  trademarks,  or
service marks, then such copyright,  patent,  trademark, or service mark, as may
be applicable, shall be owned solely, completely and exclusively by the Company,
and the Employee shall execute such  assignments and other documents and provide
such  assistance as the Company may  reasonably  request in order to protect the
Company's ownership of the Intellectual  Property.  The Employee hereby appoints
the Company as his attorney-in-fact to execute any document that the U.S. Patent
and  Trademark  Office,   the  U.S.  Copyright  Office,  or  any  other  similar
governmental or quasi-governmental  entity in any state or foreign country shall
require in order to establish,  protect,  and record the Company's  ownership of
all of the rights, title and interests in and to the Intellectual Property. This
appointment  of the  Company as the  attorney-in-fact  for the  Employee  to act
hereunder is irrevocable.

    10.4. SURVIVORSHIP. The terms of Section 10 shall survive the termination of
this  Agreement and shall  continue  until the later of (i) five (5) years after
the Date of Termination, or (ii) fifty (50) years after the Effective Date.

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11. DEFAULT. The Employee acknowledges that many of the provisions herein are of
a special and unusual  character  that have and will have a unique  value to the
Company,  the loss of which cannot  adequately be  compensated  in damages in an
action at law. Any violation or attempted violation of any provisions of Section
9, Section 10 or any  provisions  of any of the CDEX  Agreements by the Employee
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 a material
breach of this Agreement by the Employee.

    11.1. EQUITABLE RELIEF. The parties acknowledge that any damages incurred by
the Company as a result of any breach of Section 9,  Section 10 or the breach of
any other material provision of this Agreement will be great and irreparable and
difficult to quantify.  Without  prejudice to the rights and remedies  otherwise
available,  and without  the need for  posting  any bond or surety,  the Company
shall be entitled to equitable  relief,  such as for an  injunction  or specific
performance,  if the  Employee  should  breach or  threaten to breach any of the
provisions of this Agreement.

    11.2. REMEDIES  AVAILABLE.  Subject to the requirement for arbitration under
Section 12, 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.

    11.3.  RECOVERY OF COSTS. 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.

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  for  equitable  relief,  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

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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.

    12.1 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.

    12.2  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.

    12.3  ARBITRATION  EXPENSES.  All  expenses and fees of the  arbitrator  and
expenses for hearing facilities, stenographers,  including reasonable 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.

    12.4 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.

    12.5 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.

    13.1  NOTICES.  All  notices,  demands,  requests  or  other  communications
required  or  permitted  to be given or made  hereunder  shall be in writing and
shall be  hand-delivered  or shall be mailed  such as to  provide  assurance  of
delivery.

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    13.2  REPRESENTATIONS.  The  Employee  agrees to execute  any proper oath or
verify any proper  document  required to carry out the terms of this  Agreement.
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 the execution,  delivery and performance of this Agreement by the
Employee  will not violate any  provision  of any  contract or other  agreement,
including but not limited to a non-compete or non-disclosure agreement, to which
the Employee is a party or which purports to be binding upon the Employee;  that
the Employee has carefully  read and reviewed the  provisions  set forth herein,
and having done so he agrees that those provisions, including but not limited to
the  provisions  relating to the  ownership of the  Intellectual  Property,  the
non-disclosure  of  confidential   information,   and  the  non-competition  and
non-solicitation  requirements,  are  fair  and  reasonable  and are  reasonably
required for the protection of the legitimate business interests of the Company;
and that the  Employee  has had the  opportunity  to obtain  counsel  of his own
selection to review this Agreement on his behalf.

    13.3  SEVERABILITY.  The invalidity or  unenforceability  of any one or more
provisions of this Agreement shall not affect the validity or  enforceability of
the other  provisions  of this  Agreement,  which shall remain in full force and
effect.

    13.4  SURVIVAL.  It is the express  intention  and  agreement of the parties
hereto  that the  provisions  of  Sections  9, 10,  and 12  hereof  and the CDEX
Agreements  shall survive the  termination of this Agreement.  In addition,  all
obligations of the Employee to repay any shares of stock, if applicable, and all
rights of the Company to  repurchase  the Initial  Stock shall also  survive any
termination of this Agreement on the terms and conditions set forth herein.

    13.5 ASSIGNMENT. The rights and obligations of the parties to this Agreement
shall not be assignable or delegable,  except that the rights and obligations of
the Company  hereunder  shall be assignable and delegable in connection with any
subsequent merger, consolidation, sale of all or substantially all of the assets
of the Company or similar reorganization of a successor corporation.

    13.6  BINDING  EFFECT.   Subject  to  any  provisions   hereof   restricting
assignment,  this Agreement shall be binding upon and shall inure to the benefit
of the parties and their respective heirs, devisees, executors,  administrators,
legal representatives, successors and assigns.

    13.7  AMENDMENT;  WAIVER.  This Agreement  shall not be amended,  altered or
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the  parties  hereto of a breach of or a default
under any of the provisions of this Agreement,  nor the failure of either of the
parties,  on one or more  occasions,  to enforce any of the  provisions  of this
Agreement or to exercise any right or privilege  hereunder,  shall thereafter be
construed as a waiver of any subsequent  breach or default of a similar  nature,
or as a waiver of any such provisions, rights or privileges hereunder.

    13.8 HEADINGS.  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

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any purpose, and shall not in any way define or affect the meaning, construction
or scope of any of the provisions hereof.

    13.9  GOVERNING  LAW.  This  Agreement,  the rights and  obligations  of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and construed in  accordance  with the laws of the State of Maryland (but not
including the choice of law rules thereof). Any action filed in relation to this
Agreement and the  performance  of the parties  hereunder  shall be filed in the
appropriate  state court or the U.S.  District  Court having  jurisdiction  over
Rockville,  Maryland,  the parties  hereto waiving any other venue to which they
may be entitled by virtue of domicile or otherwise.  Each of the parties  hereto
waives a trial by jury in regard  to any  claims or  disputes  relating  to this
Agreement.

    13.10 ENTIRE  AGREEMENT.  This Agreement and the CDEX Agreements  constitute
the entire  agreement  between  the parties  respecting  the  employment  of the
Employee,  there being no  representations,  warranties or commitments except as
set forth herein.

    13.11  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall  be an  original  and all of which  shall be
deemed to constitute one and the same instrument.

    IN WITNESS WHEREOF,  the undersigned  have duly executed this Agreement,  or
have caused this  Agreement to be duly executed on their behalf  effective as of
the day and year first hereinabove written.



                              CDEX-Inc.

                                       By:   /s/ Malcolm H. Philips, Jr.
                                             -----------------------------
                                       Name: Malcolm H. Philips, Jr.
                                             Title: President and CEO


                              Employee:

                                       By:   /s/ Michael Mergenthaler
                                             -----------------------------
                                       Name: Michael Mergenthaler


                              Dynamic Management Resolutions

                                       By:   /s/ Wade Poteet
                                             -----------------------------
                                       Name: Wade Poteet

                                       10
<PAGE>

                              EMPLOYMENT AGREEMENTS
                                    EXHIBIT A


1.      CDEX Non-disclosure and Confidentiality Agreement, signed by the Company
        and the Employee

2.      CDEX Non-Compete and Non-Solicitation  Agreement,  signed by the Company
        and the Employee

                                       11