ASSET PURCHASE AGREEMENT

                  ASSET PURCHASE AGREEMENT (this "Agreement") dated August 4,
2001, between CDEX Inc., a Nevada corporation ("Buyer"), and Loch Harris, Inc.,
a Nevada corporation ("Loch") and Chem Tech, Inc., a subsidiary of Loch
("ChemTech") (jointly and severally, "Company").

                                    RECITALS

                  A.  Company is or has been  engaged in the  Business,  as that
term is defined herein below.

                  B. ChemTech is a wholly owned subsidiary of Loch, having been
created for the purpose of assisting Loch in the Business.

                  C. The Business is carried on by Company at one or more
facilities operated by Company and by contractors (the "Contractors") performing
services on behalf of Company.

                  D. Buyer desires to purchase from Company, and Company desires
to sell to Buyer,  all of the property and assets of Company that are related to
the Business, as are more particularly set forth herein.

                  NOW  THEREFORE,  in  consideration  of the  foregoing  and the
respective  representations,  warranties,  covenants,  agreements and conditions
hereinafter  set forth,  and intending to be legally  bound hereby,  the parties
hereto agree as follows:

1.       PURCHASE AND SALE OF ASSETS

         1.1.  DEFINITION OF "BUSINESS".  As used herein,  "Business" shall mean
(i) any and  all  research,  development,  manufacture,  production,  marketing,
distribution,   exploitation,   use,  and  sale  of  any  and  all   proprietary
technologies,  processes  and related  products in all fields of use of chemical
detection and nanometrology,  and technical processes related thereto, which the
Company and its affiliates,  including all  Contractors  acting on behalf of the
Company, have at any time undertaken, investigated, performed conducted, planned
to  conduct  or  perform,   or  attempted  to  conduct  or  perform,   (ii)  the
technical/business  services and various  operations carried on by or related to
the chemical detection technologies,  nanometrology technologies,  processes and
related  products and  associated by trade name or otherwise with the Company on
the date  hereof;  and (iii)  any and all  research,  development,  manufacture,
production, marketing, distribution,  exploitation, use, and sale of any and all
proprietary technologies, processes and related products in all fields of use in
which Wade  Poteet,  Harold  Cauthen,  and Henry  Blair,  acting as  independent
contractors  for Company and the Operations  Team as defined in the June 1, 2001
Agreement with Loch Harris had been  performing  for Company at any time.  Where
the context allows,  the term "Business"  shall also mean Company insofar as the
operation of the Business, as above defined, is concerned.

         1.2. ASSETS TO BE  TRANSFERRED.  Subject to the terms and conditions of
this Agreement, on the Closing Date (as hereinafter defined) Company shall sell,
transfer,  convey,  assign,  and deliver to Buyer,  and Buyer shall purchase and
accept,  all of the  business,  rights,  and  assets  (of  every  kind,  nature,
character  and  description,  whether  real,  personal  or  mixed,  tangible  or
intangible, accrued,

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contingent or otherwise, and wherever situated) of Company, used, held for use
of acquired or developed for use in the Business, or developed by Company in the
course of conducting the Business or by persons employed in the Business or by
Contractors for the Business (collectively the "Purchased Assets"). The
Purchased Assets include those noted in Exhibit A to this document.

2.       NO ASSUMPTION OF LIABILITIES

         2.1. NO LIABILITIES TO BE ASSUMED. As used in this Agreement,  the term
"Liability shall mean and include any direct or indirect indebtedness, guaranty,
endorsement, claim, loss, damage, deficiency, cost, expense, penalty, obligation
or responsibility,  fixed or unfixed, known or unknown,  asserted or unasserted,
liquidated  or  unliquidated,  secured or  unsecured.  Buyer is not assuming and
shall not assume or perform or discharge any Liability of Company,  and all such
Liabilities  shall  be and  remain  the  responsibility  of  Company,  expressly
including  but not  limited to (i) any and all  Liabilities  in  relation to any
agreement  between  Company and Henry  Blair or any person or entity  affiliated
with Henry Blair  (Henry  Blair and any person or entity  affiliated  with Henry
Blair shall be referred to herein collectively as the "Blair Affiliates");  (ii)
any and all taxes  applicable  to,  imposed  upon or arising  out of the sale or
transfer  of  the  Purchased   Assets  to  Buyer  and  the  other   transactions
contemplated  by this  Agreement,  including  but  not  limited  to any  income,
transfer,  sales, use, gross receipts or documentary stamp taxes relating to the
transaction  contemplated  herein;  (iii) any and all Liabilities of Company for
federal  income taxes and any state or local income,  profit or franchise  taxes
(and  any  penalties  or  interest  due on  account  thereof);  (iv) any and all
Liabilities  with  respect  to  any  action,  suit,   proceeding,   arbitration,
investigation or inquiry,  whether civil, criminal or administrative,  including
any third-party  claims for personal injury or property damage, now or hereafter
asserted, relating to or arising out of the operation of the Business by Company
prior to the Closing or Company's  use of, or Company's  ability to transfer the
use of, any of the Purchased Assets ("Litigation");  (v) any and all Liabilities
to a third party for infringement of such third party's rights; (vi) any and all
Liabilities  of Company  for any  violation  of or  failure  to comply  with any
statue, law, ordinance, rule or regulation (collectively,  "Laws") or any order,
writ,  injunction,  judgment,  plan or decree  (collectively,  "Orders")  of any
court, arbitrator,  department,  commission,  board, bureau, agency,  authority,
instrumentality or other body,  whether federal,  state,  municipal,  foreign or
other; (vii) any and all Liabilities  arising under or related in any way to any
contract or agreement  between Company and a Contractor or between Company and a
vendor,  or to the  performance of services for, or the providing of material or
equipment to,  Company by a Contractor or other third party,  and (viii) any and
all Liabilities  arising under agreements  between Loch Harris and/or Chem. Tech
related to ownership interests in the Business in any form.

         2.2. INDEPENDENT CONTRACTORS. Company acknowledges that Company entered
into  Independent  Contractor  Agreements  dated  September 1, 1999, with Harold
Cauthen  and  Wade  Poteet  (the  "Independent   Consultants"),   who  serve  as
independent  consultants to the Company.  Company  affirms that the  Independent
Contractor  Agreements have been  terminated by mutual  agreement as of July 24,
2001. Company expressly affirms and agrees that Buyer may engage the Independent
Consultants  to perform  services for Buyer  without any liability to Company or
Consultants for such engagement.  Company expressly agrees that each Independent
Consultant  shall be  permitted to entered into  agreements  with Buyer  without
having any liability to Company under any  agreements  between such  Independent
Consultant and Company, it being the intent of this provision to allow Buyer and
each  Independent  Consultant  to freely enter into such  agreements as they may
desire without any interference from Company,  without any restrictions  imposed
by Company,  and without any  liability to Company  therefore.  The  Independent
Consultants  are intended as third-party  beneficiaries  of this provision as to
their ability to freely enter into an agreement with Buyer.

<PAGE>

3.       PURCHASE PRICE - PAYMENT

         3.1 PURCHASE PRICE.

                  The purchase  price (the  "Purchase  Price") for the Purchased
Assets  shall be the  payment by Buyer to Loch of the  shares of Buyer's  Common
Stock,  par value $0.001 per share, in the amount set forth below and payable in
accordance herewith:

         3.2 PAYMENT OF PURCHASE PRICE.

                  At the Closing (as that term is  hereinafter  defined),  Buyer
shall  deliver to Loch  35,000,000  shares of Buyer's  Restricted  Common Stock.
Buyer had previously  delivered to Loch 13,000,000 shares of Buyer's  Restricted
Common  Stock,  which is  affirmed  by Buyer and  Company to be  included in the
overall consideration  received by Company. The 35,000,000 and 13,000,000 shares
of  Buyer's  Restricted  Common  Stock  are  collectively  referred  to  as  the
"Shareholders  Shares". In addition at the Closing,  Buyer shall deliver to Loch
13,000,000  shares of Buyer's  Restricted  Common Stock  ("Loch's  Share").  The
61,000,000 shares being collectively called the "Loch and Shareholders Shares").

                  The Shareholders Share shall be made available to the transfer
agent for distribution to the Loch  shareholders on a one for ten pro-rata basis
described below as soon as practical.  If the delivery to the transfer agent has
not  occurred  by October 1, 2001,  the voting  rights of these  shares,  unless
waiver by Buyer at its  discretion  from time to time,  shall be  assigned  in a
proxy to the Board of Directors of Buyer until such shares have been distributed
to shareholders of Loch on a one for ten pro-rata basis described  below.  After
October 1, 2001, if the  Shareholders  Shares have not been  distributed  to the
Loch  shareholders  and  it is  determined  that  it is  legally  impossible  or
economically  impractical  to do so, the  voting  proxy for those  shares  shall
remain  with the  Board of  Directors  of CDEX  until  those  shares  are  sold,
transferred  or assigned to parties not controlled in any fashion by Loch or its
Officers or  Directors.  If the number of shares of  Shareholder  Shares are not
sufficient to accomplish a  distribution  of one share of Buyer's stock for each
ten shares of Loch  stock,  then  shares  shall be taken from the Loch Shares to
accomplish  that  objective.  If the  number of shares  of  Shareholders  Shares
exceeds  the  number  of  shares   required  to   accomplished  a  one  for  ten
distribution, such excess shall be added to the Loch Shares.

                  In addition, Buyer shall provide a combined total of 8,325,000
shares of  Buyer's  Restricted  Common  Stock to those  listed in Exhibit B (the
"Obligation  Stock"), as directed by the Company as part of the compensation for
assets  transferred  under this Agreement.  The Obligation  Stock is provided to
discharge  certain  loans and other  obligations  of the Company  related to the
Business  and  Purchased  Assets,  to obtain a  release  of any lien or claim of
whatever  nature to the  technology  by such  persons  who had  provided  funds,
property or services  in  connection  with the  development  of the  technology,
Business  and  Purchased  Asset,  and to  acquire  the entire  interest,  if any
(including but not limited to ownership  percentage  and royalty  rights) in the
Business or Purchased Assets originally  acquired by Coldwater Capital,  LLC and
its  affiliates.  Buyer did not and was not  required  to review the  underlying
bases for these  payments  of  stock,  other  than to  understand  that  Company
warrants  that the  payments  are  necessary  and  adequate to secure  clear and
unencumbered title (including
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complete  ownership  interest  with  no  royalty  rights)  to the  Business  and
Purchased  Assets.  Company  shall  indemnify  Buyer  against  all claims to the
contrary.

                  Buyer and Loch shall make every  effort to complete the prompt
registration  of  these  shares  (the  Loch  and  Shareholders  Shares  and  the
Obligation Stock) as soon as practical and pursuant to appropriate  filings with
the Securities and Exchange  Commission  (the "SEC").  The Loch Shares are to be
used by Loch Harris for the benefit of Loch Harris as it sees fit.  However,  it
is agreed that as long as Loch owns these Loch Shares the voting rights of these
shares shall be assigned in a proxy to the Board of Directors of Buyer. Further,
the voting rights of all stock provided to any of the current Board of Directors
of Loch or persons or parties  under their  control  pursuant to this  Agreement
shall be assigned in a proxy to the Board of  Directors of Buyer until the stock
is sold, transferred,  assigned or conveyed to persons or parties not controlled
by such Board  Member.  Applicable  restrictions  shall be placed on these stock
certificates to this effect.  Loch agrees to comply strictly with all applicable
federal and state laws, rules and regulations relating to the Shares. Loch shall
provide  and  deliver  to  Buyer  all  information,  certifications,  and  other
documentation  as may be requested by Buyer as part of Buyer's  compliance  with
any applicable Laws and regulations relating to the issuance and/or registration
of any of the Shares.  All certificates for shares of CDEX prior to registration
by the SEC shall bear an appropriate  legend indicating the restriction.  FILING
COSTS.  Company shall reimburse Buyer for all costs and expenses relating to the
preparation, filing and processing of a statements to secure registration of the
Registered  Shares,  as may be  applicable,  including but not limited to filing
fees,  attorneys' fees,  accountants' fees, and printing  expenses,  except that
Buyer shall be responsible for providing financial auditing of Buyer.

         3.3. PRORATIONS.  The parties shall make such prorations, if any, as of
the Closing Date  hereunder as shall be normally  adjusted in  connections  with
similar transactions, with Company liable to the extent such items relate to any
time period up to and  including the Closing Date and Buyer liable to the extent
such items relate to periods subsequent thereto.

4. REPRESENTATIONS AND WARRANTIES OF COMPANY

                  Company makes the following  representations and warranties to
Buyer,  each of which is true and correct on the date hereof,  shall remain true
and  correct to and  including  the Closing  Date,  shall be  unaffected  by any
investigation  heretofore or hereafter made by Buyer, or any knowledge of Buyer,
and shall survive the Closing of the transactions provided for herein;  provided
however and notwithstanding the foregoing,  if Buyer had actual knowledge that a
representation  or  warranty of Company is false,  Buyer shall be estopped  from
asserting a claim based on such representation or warranty.

         4.1. LOCH  CORPORATE.  Loch  represents  that it is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada;  it  has  all  requisite  corporate  power  and  authority  to  own  its
properties,  to carry on its business as and where such is now being  conducted,
to enter into this  Agreement  and the other  documents  and  instruments  to be
executed and delivered by Loch pursuant hereto and to carry out the transactions
contemplated  hereby;  and no portion of the Business is conducted by Company by
means of any subsidiary or any other interest in any corporation, partnership or
other entity.

         4.2. CHEMTECH  CORPORATE.  ChemTech represents that it is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Nevada;  it has all requisite

<PAGE>

corporate power and authority to own its properties, to carry on its business as
and where  such is now being  conducted,  to enter into this  Agreement  and the
other  documents  and  instruments  to be  executed  and  delivered  by ChemTech
pursuant hereto and to carry out the transactions  contemplated  hereby;  and no
portion of the Business is conducted  by Company by means of any  subsidiary  or
any other interest in any corporation, partnership or other entity.

         4.3.  AUTHORITY.  The execution and delivery of this  Agreement and the
other documents and instruments to be executed and delivered by Company pursuant
hereto and the  consummation  of the  transactions  contemplated  have been duly
authorized  by the Board of Directors of Loch and ChemTech,  respectively.  This
Agreement  constitutes,  and when executed and delivered the other documents and
instruments  to be  executed  and  delivered  by Company  pursuant  hereto  will
constitute,  valid  binding  agreements  of  Loch  and  ChemTech,  respectively,
enforceable in accordance with their respective terms.

         4.4.  DISCLOSURE  OF  LIABILITIES.  The  Business  does  not  have  any
Liabilities,  other than (i) the  Liabilities  discussed  with  Buyer,  and (ii)
commercial  liabilities  and  obligations  incurred  in the  ordinary  course of
business and consistent with past practice, and none of which has or will have a
material  adverse  effect on the  financial  condition  or  results  of  Buyer's
development,  marketing,  sales,  and  use of the  Purchased  Assets  after  the
Closing.  Other  than as set forth in  clauses  (i) and (ii) in the  immediately
preceding  sentence,  Company has no  knowledge  of any basis for the  assertion
against Company of any liability in connection with or affecting the Business or
the Purchased Assets,  and there are no circumstances,  conditions,  happenings,
events or  arrangements,  contractual or otherwise,  which may give rise to such
Liabilities,  except  commercial  liabilities  and  obligations  incurred in the
ordinary  course of the  Business and  consistent  with past  practice.  Company
agrees  that it shall  indemnify,  defend,  and  hold  harmless  Buyer,  and its
directors,   officers,   employees,  agents,  contractors,  and  controlled  and
controlling persons  (hereinafter  "Buyer's  affiliates"),  from and against all
Claims  (as that term is  defined  in  Section  7.1  herein)  asserted  against,
resulting to,  imposed upon, or incurred by Buyer and Buyer's  affiliates or the
Purchased  Assets,  directly  or  indirectly,  by reason of,  arising  out of or
resulting  from in any way claims against the Company,  the Purchased  Assets or
Business  resulting from actions occurring prior to Closing,  in accordance with
the provisions of Section 7.

         4.5. PENDING INVESTIGATIONS AND LITIGATION.  Except as set forth in the
Schedule of Disclosed  Pending  Investigation  and Litigation  (Schedule C), the
Company is not aware of any Litigation or  Investigations  pending or threatened
against Company or its directors (in such capacity) that in any way involves the
Business or the  Purchased  Assets,  nor does Company  know,  or have grounds to
know, of any basis for any Investigations or Litigation.  Except as set forth in
the  Schedule C,  neither  Company nor the  Purchased  Assets are subject to any
Order of any Government Entity. Company agrees that it shall indemnify,  defend,
and  hold  harmless  Buyer,  and its  directors,  officers,  employees,  agents,
contractors,  and  controlled  and  controlling  persons  (hereinafter  "Buyer's
affiliates"),  from and  against  all Claims  asserted  against,  resulting  to,
imposed  upon,  or  incurred by Buyer and Buyer's  affiliates  or the  Purchased
Assets,  directly or indirectly,  by reason of, arising out of or resulting from
in any way the pending  Investigations  and Litigation set forth in the Schedule
of Disclosed Pending  Investigations and Litigation,  or any aspect thereof,  in
accordance with the provisions of Section 7.

         4.6. TITLE TO PROPERTIES.  Except as to claims which are to be released
and  resolved by payment of the  Obligation  Stock at Exhibit B,  Company is the
owner of, has sole and  exclusive

<PAGE>

possession  of, and has good and marketable  title to all the Purchased  Assets,
free and  clear of all  mortgages,  liens  (statutory  or  otherwise),  security
interests,  claims,  pledges,  licenses,  equities,  options,  conditional sales
contracts,    assessments,    levies,   easements,   covenants,    reservations,
restrictions,  rights-of-way,  exceptions, limitations, claims, actions, charges
or encumbrances of any nature whatsoever, whether pending, threatened, or actual
(collectively,  "Liens").  Company  knows of no basis for the  assertion  of any
Lien. None of the Purchased Assets are subject to any restrictions  with respect
to the  transferability  thereof.  None of the  Trade  Rights,  as that  term is
defined in Exhibit A,  infringes or  conflicts  with any  proprietary  rights or
other  rights of any other  person,  and neither the use of the Trade Rights nor
the  development,  use,  manufacture or sale of any product related to the Trade
Rights will  infringe or conflict with any  proprietary  right or other right of
any  person.  Company has  complete  and  unrestricted  power and right to sell,
assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby.
At Closing,  Buyer will receive good and  marketable  title to all the Purchased
Assets, free and clear of all Liens of any nature whatsoever.

         4.7. NO BROKERS OR FINDERS.  Neither  Company nor any of its directors,
officers, employees,  shareholders or agents have retained, employed or used any
broker or finder in connection  with the  transaction  provided for herein or in
connection with the negotiation thereof.

         4.8.  DISCLOSURE.  No  representation  or  warranty  by Company in this
Agreement  contains or shall  contain any untrue  statement of material  fact or
omits or shall omit a material fact necessary to make the  statements  contained
therein not misleading.

         4.9. RESTRICTED  SECURITIES.  Company acknowledges that the Shares have
not been  registered  under  Securities Act of 1933 and  constitute  "restricted
securities"  pursuant to Rule 144 thereunder.  Company represents that Buyer has
given Company the  opportunity  to ask questions and receive  answers from Buyer
regarding the Shares and the terms of the issuance thereof.

5. REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer makes the following  representations  and  warranties to Company,
each of which is true and  correct on the date  hereof,  shall  remain  true and
correct  to  and  including  the  Closing  Date,  shall  be  unaffected  by  any
investigation  heretofore or hereafter made by Company or any notice to Company,
and shall survive the Closing of the transactions provided for herein; provided,
however and notwithstanding the foregoing,  if Company had actual knowledge that
a representation  or warranty of Buyer is false,  Company shall be estopped from
asserting a claim based on such representation or warranty.

         5.1  CORPORATE.   Buyer  represents  that  it  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada,  and  that it has all  requisite  corporate  power to  enter  into  this
Agreement and the other documents and instruments and instruments to be executed
and delivered by Buyer and to carry out the transactions contemplated hereby.

<PAGE>

         5.2  AUTHORITY.  The execution  and delivery of this  Agreement and the
other  documents and  instruments to be executed and delivered by Buyer pursuant
hereto and the consummation of the transactions  contemplated hereby and thereby
have been duly  authorized  by the Board of Directors of Buyer.  This  Agreement
constitutes, and when executed and delivered the other documents and instruments
to be executed and delivered by Buyer pursuant hereto will constitute, valid and
binding  agreements of Buyer,  enforceable in accordance  with their  respective
terms, except as such may be limited by bankruptcy,  insolvency,  reorganization
or other laws affecting  creditors' rights  generally,  and by general equitable
principles.

         5.3 NO  BROKERS OR  FINDERS.  Neither  Buyer nor any of its  directors,
officers,  employees  or agents  have  retained,  employed or used any broker or
finder in connection with the  transaction  provided for herein or in connection
with the negotiation thereof.

         5.4 VALIDITY OF SHARES. Buyer represents that the Shares have been duly
authorized,  and that when issued under the terms of this Agreement,  the Shares
will be validly issued, fully paid, and nonassessable shares.

         5.5  DISCLOSURE.  No  representation  or  warranty  by  Buyer  in  this
Agreement  contains or shall  contain any untrue  statement of material  fact or
omits or shall a  material  fact  necessary  to make  the  statements  contained
therein not misleading.

6. OTHER MATTERS

         6.1. NON-DISCLOSURE AND NONCOMPETITION  AGREEMENTS.  Within twenty days
of the Closing,  Company shall cause to be delivered to Buyer two Non-Disclosure
Agreements and Noncompetition Agreements,  acceptable to Buyer, one of each duly
executed by Rodney A. Boone and by Mark E. Baker.

         6.2. NONCOMPETITION; CONFIDENTIALITY. Subject to the Closing, and as an
inducement  to Buyer to execute this  Agreement  and  complete the  transactions
contemplated  hereby, and in order to preserve the goodwill  associated with the
Business, and in addition to and not in limitation of any covenants contained in
any  agreement  executed and delivered  pursuant to Section 6.1 hereof,  Company
hereby covenants and agrees as follows:

         6.2.1 COVENANT NOT TO COMPETE.  For a period of five (5) years from the
Closing Date, Company will not, directly or indirectly:

                  (i)  engage in,  continue  in or carry on any  business  which
competes with the Business or is substantially similar thereto, including owning
or controlling any financial interest in any corporation,  partnership,  firm or
other form of business organization which is so engaged;

<PAGE>


                  (ii) consult with, advise or assist in any way, whether or not
for  consideration,  any  corporation,   partnership,  firm  or  other  business
organization  which is now or becomes a  competitor  of Buyer in any aspect with
respect to the Business or Purchased  Assets which Buyer is acquiring  hereunder
including but not limited to, advertising or otherwise endorsing the products of
any  such  competitor;   soliciting   customers  or  otherwise   serving  as  an
intermediary for any such competitor;  loaning money or rendering any other form
of financial  assistance to or engaging in any form of business  transaction  on
other than an arms' length basis with any such competitor;

                  (iii)  offer  employment  to any  employee  of  the  Business,
without the prior written consent of Buyer; or

                  (iv) engage in any  practice  the purpose of which is to evade
the  provisions  of this  covenant  not to  compete  or to commit  any act which
adversely  affects  the  Business,  Purchased  Assets  or  Assumed  Liabilities;
provided,  however,  that except as provided for in this Agreement the foregoing
shall not prohibit the  Company's  ownership  of  securities  of Buyer or of any
corporations which are listed on a national securities exchange or traded in the
national  over-the-counter  market in an amount which shall not exceed 5% of the
outstanding  shares  of  any  such  corporation.  The  parties  agree  that  the
geographic  scope of this  covenant not to compete shall extend  worldwide.  The
parties  agree that Buyer may sell,  assign or otherwise  transfer this covenant
not to compete, in whole or in part, to any person, corporation,  firm or entity
that purchases all or part of the Business or the Purchased Assets. In the event
a court  of  competent  jurisdiction  determines  that  the  provisions  of this
covenant not to compete are excessively broad as to duration, geographical scope
or activity,  it is expressly agreed that this covenant not to complete shall be
construed so that the  remaining  provisions  shall not be  affected,  but shall
remain in full force and  effect,  and any such over broad  provisions  shall be
deemed,  without  further  action  on the part of any  person,  to be  modified,
amended  and/or  limited,  but only to the extent  necessary  to render the same
valid and enforceable in such jurisdiction.

         6.2.2.  COVENANT  OF  CONFIDENTIALITY.  Company  shall  not at any time
subsequent to the Closing,  except as explicitly requested by Buyer, (i) use for
any purpose,  (ii) disclose to any person,  expressly including any of the Blair
Affiliates  or to any  Independent  Contractor,  or (iii) keep or make copies of
documents,  tapes, discs or programs containing,  any Confidential  Information.
For purposes hereof,  "Confidential Information" shall mean and include, without
limitation, all Trade Rights, trade secrets, confidential business or commercial
information, business plans, marketing strategies, 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

<PAGE>

proprietary  rights,  whether oral or written,  or in recorded form, tangible or
intangible,  that relate in any way or manner to, or arise out of, the  Business
and the Purchased  Assets.  The 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,  trademark,  service  mark,  trade  secret,  or  other  laws  of  any
jurisdiction,  which causes of action have not been asserted as of the Effective
Date, that have not previously been disclosed to the public directly by Company.
The obligations of Company with respect to this Section 6.2.2 shall not apply to
Confidential Information:

                  (i) 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 Company; or

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

         Notwithstanding  the above,  however,  Company and Buyer  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 Company,
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  Buyer's
integrated  package of know-how with its various  parameters  already reconciled
and optimized in substantial part. Accordingly,  Company understands that public
availability, or the availability from a third party, of the individual parts of
the  Confidential  Information does not release its obligation of confidence for
Confidential  Information  that  is not  already  publicly  available.  Further,
Company  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  Buyer's  package  of  Confidential
Information to make a showing of nonsecrecy of such  information.  The foregoing
provisions  of this Section  6.2.3  notwithstanding,  Company  shall not be more
burdened  against use of information  from public sources or third party sources
than a third party competitor would be, had it not received disclosure of either
the  Confidential  Information  or any of its  parts,  and  had it not  had  its
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,  Company 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 Buyer,  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.

<PAGE>


         6.2.3.  EQUITABLE  RELIEF  FOR  VIOLATIONS.  Company  agrees  that  the
provisions and restrictions contained in this Article 6 are necessary to protect
the legitimate  continuing interests of Buyer in acquiring the Purchased Assets,
and that any violation or breach of these  provisions will result in irreparable
injury  to Buyer for which a remedy  at law  would be  inadequate  and that,  in
addition to any relief at law which may be available to Buyer for such violation
or breach and  regardless of any other  provision  contained in this  Agreement,
Buyer shall be entitled to injunctive and other equitable  relief as a court may
grant after  considering  the intent of this Article 6, without the necessity of
posting bond.

         6.3.  USE OF NAME.  Following  the  Closing,  neither  Company  nor any
Affiliate shall, without the prior written consent of Buyer, make any use of the
names  "Chemical   Detection   Technology,"   "Chemical   Detection   Technology
Excellence",  "CDEX", "ChemTech" or any other names confusingly similar thereto,
except as may be  necessary  for  Company to pay its  liabilities,  prepare  tax
returns and other  reports,  and to otherwise wind up and conclude its operation
of the Business.

7.       INDEMNIFICATION

         7.1. BY COMPANY. Subject to the terms and conditions of this Article 7,
Company  hereby agrees to indemnify,  defend and hold harmless Buyer and Buyer's
affiliates from and against all Claims asserted  against,  resulting to, imposed
upon,  or  incurred  by Buyer,  Buyer's  affiliates,  or the  Purchased  Assets,
directly or  indirectly,  by reason of, arising out of or resulting from (a) the
inaccuracy or breach of any  representation  or warranty of Company contained in
or made pursuant to this Agreement  (regardless of whether such breach is deemed
"material");  (b) the  breach  of any  covenant  of  Company  contained  in this
Agreement  (regardless of whether such breach is deemed "material");  or (c) any
Claim of or against Company, the Purchased Assets or the Business resulting from
actions  prior to closing.  As used in this  Agreement,  the term "Claim"  shall
include  (i) all  Liabilities;  (ii) all  losses,  damages  (including,  without
limitation,  consequential damages),  judgments, awards, settlements,  costs and
expenses  (including,   without  limitation,   interest  (including  prejudgment
interest in any litigated matter), penalties, court costs and attorneys fees and
expenses),  whether  arising  from or related to a Liability  or  Litigation  or
otherwise;  and (iii) all  demands,  claims,  actions,  costs of  investigation,
causes  of  action,  proceedings  and  assessments,  whether  or not  ultimately
determined  to be valid,  and whether  arising from or related to a Liability or
Litigation or otherwise.

         7.2. BY BUYER.  Subject to the terms and  conditions of this Article 7,
Buyer  hereby  agrees  to  indemnify,  defend  and hold  harmless  Company,  its
directors,  officers,  employees and controlling  persons,  from and against all
Claims  asserted  against,  resulting  to,  imposed upon or incurred by any such
person,  directly  or  indirectly,  by  reason  of or  resulting  from  (a)  the
inaccuracy or breach of any  representation or warranty of Buyer contained in or
made  pursuant to this  Agreement  (regardless  of whether such breach is deemed
"material"); (b) the breach of any covenant of Buyer contained in this Agreement
(regardless of whether such breach is deemed "material") and (c) claims relating
to use or operations of the Purchased Assets or Business after Closing.

<PAGE>

         7.3.  LIMITATION ON  INDEMNIFICATION  AND LIABILITY.  Except for claims
based on  intentional  fraud,  the period of  liability  of Company to Buyer and
Buyer to Company  for any loss or claim,  by way of  indemnification  or for any
other  loss,  claim or remedy in  connection  with any  matter  related  to this
Agreement  shall begin on the Closing Date and terminate on the earlier to occur
to of the expiration of the applicable statute of limitations or three (3) years
following the Closing.  For a claim based on intentional  fraud,  the three-year
period shall be extended pursuant to the applicable tolling provisions,  if any,
in effect in Maryland  (all the  foregoing  in the  previous  two  sentences  is
referred to as the  `'Survival  Period").  The parties  agree that any claim for
indemnification or liability of whatever nature shalt be pursued  exclusively as
provided in Section  7.4 or 7.5.  The  parties  agree that the  representations,
warranties and covenants  contained in this Section 7.3 between the parties is a
significant inducement for them to approve and consummate this Agreement.

         7.4.  NOTICE AND  ARBITRATION OF CLAIMS FOR  INDEMNIFICATION  AMONG THE
PARTIES.

            7.4.1 NOTICE.  The Person or Persons seeking  indemnification  under
this Article?  (the "Indemnified Party") shall notify the Person or Persons from
whom  indemnification  is sought  (the  "Indemnifying  Party") in writing of its
claim for  indemnification  (including the amount thereof) within the applicable
Survival Period. Notices shall be sent as provided for in this Agreement.

            7.4.2 OBJECTION TO NOTICE.  The Indemnifying Party shall have thirty
(30) Business Days (the  "Arbitration  Review Period") after receipt of a notice
under this  section  within which to accept such claim or to  reasonably  object
thereto in writing.  Failure of the  Indemnifying  Party to so object in writing
within the Arbitration  Review Period shall  conclusively be deemed its approval
to the claim for  indemnification  submitted by the  Indemnified  Party.  In the
event the Indemnifying  party timely objects in writing,  the Indemnifying Party
and the Indemnified Party shall attempt to agree upon the appropriate amount, if
any, of such claim for  indemnification  using their best good faith efforts. If
the parties fail to reach agreement  within fifteen (15) Business Days following
the Arbitration  Review Period (the "Outside  Agreement  Date") then the parties
shall submit the dispute to arbitration as provided herein.

         7.5 INDEMNIFICATION FOR MATTERS INVOLVING THIRD PARTIES.

            7.5.1 Each of the parties shall promptly notify the other parties of
any matter asserted by any Person other than a party to this Agreement (a "Third
Party") which may give rise to a claim for indemnification  under this Article 7
(a "Third Party  Claim");  provided that any delay by the  Indemnified  Party in
providing  notice  shall not  affect  the right of  indemnification  unless  the
Indemnifying Party's interests have been materially prejudiced by the delay, and
any such notice shall comply with Section 7.4.1.

            7.5.2 An Indemnifying  Party may defend an Indemnified Party against
any Third  Party  Claim  giving  rise to a right of  indemnification  under this
Article 7 provided (i) the Indemnifying  Party notifies the Indemnified Party in
writing within fifteen (15) days after receipt of the notice required in Section
7.5.1  that the  Indemnifying  Party will  indemnify  the  Indemnified  Party as
required by this Agreement, (ii) the Indemnifying Party provides the Indemnified
Party  with  reasonable  evidence  that the  Indemnifying  Party  will  have the
financial resources to both undertake the defense and fulfill its

<PAGE>

indemnification  obligations,  (iii) the Third Party Claim  involves  only money
damages  and does not seek  equitable  relief,  (iv) the  settlement  of,  or an
adverse  judgment  with  respect  to, the Third  Party Claim is not, in the good
faith  judgment of the  Indemnified  Party,  likely to establish a  precedential
custom or practice  materially  adverse to the continuing  business interests of
the Indemnified  Party, and (v) the  Indemnifying  Party conducts the defense of
the Third Party Claim actively and diligently.  The Indemnifying  Party's choice
of legal  counsel for a defense  under this  Section  7.5.2 shall be  reasonably
satisfactory to the Indemnified Party.

            7.5.3 At any time an Indemnifying Party is conducting the defense of
a Third Party Claim in accordance with Section 7.5.2, the Indemnified  Party may
retain  separate  co-counsel  at its  own  expense  and  participate  in its own
defense.   If  both  the  Indemnifying  Party  and  the  Indemnified  Party  are
participating in the defense,  neither will consent to the entry of any judgment
or enter into any  settlement  with respect to the Third Party Claim without the
other's prior written consent, which shall not be withheld unreasonably.

            7.5.4 If, however,  at any time an Indemnifying  Party is conducting
the defense of the Third Party Claim but not in accordance  with Section  7.5.2,
the  Indemnified  Party may conduct its own defense and may consent to the entry
of any  judgment or enter into any  settlement  with  respect to the Third Party
Claim in any manner it may reasonably  determine  without  consulting  Nvith the
Indemnifying  Party or obtaining  its approval,  in which case the  Indemnifying
Party shall  promptly and at  reasonable  intervals  periodically  reimburse the
Indemnified Party for the costs of its defense.


8. CLOSING

         The closing of this  transaction  ("the  Closing")  shall take place on
August 4, 2001.  Such date is  referred  to in this  Agreement  as the  "Closing
Date".

         8.1. DOCUMENTS TO BE DELIVERED BY COMPANY.

                  At the Closing at a later time specified below,  Company shall
deliver  to Buyer  the  following  documents,  in each  case  duly  executed  or
otherwise in proper form:

            8.1.1.  Bill of Sale.  Bill of sale and such  other  instruments  of
assignment,  transfer,  conveyance  and  endorsement  as will be  sufficient  to
transfer,   assign,  convey  and  deliver  to  Buyer  the  Purchased  Assets  as
contemplated hereby.

            8.1.2.  NON-DISCLOSURE AND NONCOMPETITION AGREEMENTS.  Within twenty
days of the  Closing,  the  Non-Disclosure  Agreements  and  the  Noncompetition
Agreements referred to in Section 6. 1, duly executed by the persons referred to
in such Section.

            8.1.3. CERTIFIED  RESOLUTIONS.  Within twenty days of the Closing, a
certified  copy  of the  resolutions  of  the  Board  of  Directors  of  Company
authorizing   and  approving  this  Agreement  and  the   consummation   of  the
transactions contemplated by this Agreement.

            8.1.4. OTHER DOCUMENTS. All other documents, instruments or writings
required to be  delivered  to Buyer at or prior to the Closing  pursuant to this
Agreement  and such other  certificates  of authority and documents as Buyer may
reasonably request.

<PAGE>


         8.2. DOCUMENTS TO BE DELIVERED BY BUYER.

                   At the Closing or a later time specified  below,  Buyer shall
deliver  to Company  the  following  documents,  in each case duly  executed  or
otherwise in proper form:

            8.2.1.  PURCHASE PRICE.  Within twenty days of Closing, to the Chief
Financial  Officer of Loch  Harris  for  disposition,  one or more  certificates
representing, in the aggregate, the Shares as required by Section 3.2 hereof.

            8.2.2. OTHER DOCUMENTS. All other documents, instruments or writings
required to be delivered to Company at or prior to the Closing  pursuant to this
Agreement and such other  certificates of authority and documents as Company may
reasonably request.

            8.2.3.  CERTIFIED  RESOLUTIONS.  Within  twenty days of  Closing,  a
certified copy of the resolutions of the Board of Directors of Buyer authorizing
and  approving  this  Agreement  and  the   consummation  of  the   transactions
contemplated by this Agreement.

9.  TERMINATION


         9.1. RIGHT OF TERMINATION WITHOUT BREACH.

                  This Agreement may be terminated  without further liability of
any party at any time prior to the Closing:

            9.1.1. by mutual written agreement of Buyer and Company; or

            9.1.2.  by either  Buyer or  Company if the  Closing  shall not have
occurred on or before August 15, 2001,  provided the terminating  party has not,
through breach of a representation,  warranty or covenant, prevented the Closing
from occurring on or before such date.

         9.2. EFFECT OF TERMINATION.  Termination of this Agreement shall not in
any way terminate, limit or restrict the rights and remedies of any party hereto
against any other party which has violated, breached or failed to satisfy any of
the  representations,  warranties,  covenants,  agreements,  conditions or other
provisions of this  Agreement  prior to termination  hereof.  In addition to the
right of any party under common law to redress for any such breach or violation,
each party whose breach or violation  has occurred  prior to  termination  shall
jointly  and  severally  indemnify  each  other  party  for whose  benefit  such
representation,  warranty,  covenant,  agreement  or  other  provision  was made
("indemnified party") from and against all losses,  damages (including,  without
limitation,  consequential  damages),  costs and  expenses  (including,  without
limitation,  interest (including  prejudgment interest in any litigated matter),
penalties,  court costs,  and  attorneys  fees and expenses)  asserted  against,
resulting to, imposed upon, or incurred by the  indemnified  party,  directly or
indirectly,  by reason  of,  arising  out of or  resulting  from such  breach or
violation.  Subject to the foregoing, the parties' obligations under Articles 3,
4, 5, 6,  and 7 and  Sections  10.1 and 10.6 of this  Agreement,  and any  other
provision  for  which   survivorship  is  expressly   provided,   shall  survive
termination.

<PAGE>


10.    MISCELLANEOUS

         10.1.  Further  Assurance.  From time to time,  at Buyer's  request and
without  further  consideration,  Company will execute and deliver to Buyer such
documents and take such other action as Buyer may reasonably request in order to
consummate more effectively the transactions  contemplated hereby and to vest in
Buyer  good,  valid  and  marketable  title to the  business  and  assets  being
transferred hereunder.  And, from time to time, at Company's request and without
further consideration,  Buyer will execute and deliver to Company such documents
and take such  other  action  as  Company  may  reasonably  request  in order to
consummate more effectively the transactions  contemplated  hereby. If any Trade
Rights 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 Buyer,  and Company shall
each execute such assignments and other documents and provide such assistance as
Buyer may reasonably  request in order to protect Buyer's ownership of the Trade
Rights.  Company hereby  appoints Buyer as its  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 Buyer's
ownership of all of the rights,  title and interests in and to the Trade Rights.
This appointment of Buyer as the  attorney-in-fact  for Company to act hereunder
is irrevocable.  The terms of this Section 10.1 shall survive the termination of
this  Agreement  and shall  continue for fifty (50) years after the  termination
hereof.

         10.2. ASSIGNMENT, PARTIES IN INTEREST.

            10.2.1. ASSIGNMENT.  Except as expressly provided herein, the rights
and  obligations  of a party  hereunder  may  not be  assigned,  transferred  or
encumbered without the prior written consent of the other party. Notwithstanding
the foregoing,  Buyer may, without consent of the other party, cause one or more
subsidiaries of Buyer to carry out all or part of the transactions  contemplated
hereby; provided, however, that Buyer shall, nevertheless, remain liable for all
of its obligations, and those of any such subsidiary, to Company hereunder.

            10.2.2.  PARTIES IN INTEREST.  This Agreement shall be binding upon,
inure to the benefit of, and be  enforceable  by the  respective  successors and
permitted  assigns of the parties  hereto.  Nothing  contained  herein  shall be
deemed to confer upon any other person any right or remedy under or by reason of
this Agreement.

         10.3.  LAW GOVERNING  AGREEMENT.  This Agreement may not be modified or
terminated  orally,  and shall be  construed  and  interpreted  according to the
internal  laws of the State of Maryland , excluding any choice of law rules that
may direct the application of the laws of another jurisdiction.

         10.4.  AMENDMENT AND MODIFICATION.  Buyer and Company may amend, modify
and  supplement  this  Agreement in such manner as may be agreed upon by them in
writing.

         10.5. NOTICE. All notices,  requests,  demands and other communications
hereunder  shall be given in writing and shall be (a) personally  delivered,  or
(b) sent to the parties at their respective

<PAGE>

addresses by registered or certified  U.S. mail,  return  receipt  requested and
postage prepaid,  or by private  overnight mail courier  service.  If personally
delivered,  such communication shall be deemed delivered upon actual receipt; if
sent by overnight courier pursuant to this paragraph,  such communication  shall
be deemed  delivered  upon  receipt;  and if sent by U.S.  mail pursuant to this
paragraph,  such  communication  shall  be  deemed  delivered  as of the date of
delivery indicated on the receipt issued by the relevant postal service,  or, if
the  addressee  fails or  refuses  to  accept  delivery,  as of the date of such
failure or refusal.

         10.6. EXPENSES.

                  Regardless  of  whether or not the  transactions  contemplated
hereby are consummated:

            10.6.1.  EXPENSES  OF  TRANSACTION.  Except  as  otherwise  provided
herein,  each of the parties shall bear its own expenses and the expenses of its
counsel  and  other  agents in  connection  with the  transactions  contemplated
hereby.

            10.6.2.  COSTS OF LITIGATION OR ARBITRATION.  The parties agree that
the  prevailing  party in any action  brought  with respect to or to enforce any
right or remedy under this  Agreement,  regardless  of whether suit has actually
been filed,  shall be  entitled  to recover  from the other party or parties all
reasonable  costs  and  expenses  of  any  nature  whatsoever  incurred  by  the
prevailing party in connection with such action,  including  without  limitation
attorneys'  fees  and  prejudgment  interest,  unless  ordered  otherwise  by an
applicable court or arbitrating authority..

         10.7. ENTIRE AGREEMENT.  This instrument  embodies the entire agreement
between the parties hereto with respect to the transactions contemplated herein,
and there have been and are no agreements, representations or warranties between
the parties other than those set forth or provided for herein.

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

         10.9.  HEADINGS.  The  headings  in this  Agreement  are  inserted  for
convenience only and shall not constitute a part hereof

         10.10.  DISCLOSURES AND ANNOUNCEMENTS.  Both the timing and the content
of all  disclosures  to third parties and public  announcements  concerning  the
transactions  provided for in this Agreement by either Company or Buyer shall be
subject to the prior  disclosure  to and approval of the other in all  essential
respects,  except  that  Buyer's  approval  shall  not  be  required  as to  any
statements  and other  information  which the Company is required  submit to the
SEC, or the Company's stockholders,  or be required to make pursuant to any rule
or  regulation  of the SEC or  otherwise  required  by law,  provided  that such
statement  or  other  information  may  not  include  any  of  the  Confidential
Information.

            10.1 1. 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.

<PAGE>

         10.12.  FUNDING AND EXPENSES.  The Company and Buyer agree that subject
to the  Company  securing  certain  funding  acceptable  to  Buyer,  as has been
discussed  between Buyer and the Company,  Buyer will pay and reimburse  certain
expenses as have been discussed  related to the Business,  the Purchased  Assets
and  registration of Buyer's stock that has been or will be provided in relation
to this Agreement.

11.      ARBITRATION.

Any failure to perform,  controversy or claim arising out of or relating to this
Agreement or the breach,  termination or validity  thereof,  shall be determined
exclusively by arbitration in accordance with the provisions of this Section 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 any 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.

         11.1 SELECTION OF ARBITRATORS.  One arbitrator shall be selected by the
Company and one by the  Consultant,  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.

         11.2 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.

         11.3  EXPENSES.  Each party shall pay its own expenses  incurred in any
arbitration proceeding,  except as may be otherwise provided by the rules of the
American Arbitration Association.

         11.4 CONFIDENTIALITY OF PROCEEDINGS. The arbitrators, expert witnesses,
stenographic  reporters  and any other  third  parties  shall  sign  appropriate
nondisclosure  agreements  in the event  that any  confidential  or  proprietary
information is or may be disclosed in the arbitration proceedings.

<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date and year first above written.

                                    CDEX INC.
                                    By:     /s/ Malcolm H. Philips, Jr.
                                            ------------------------------------
                                             Malcolm H. Philips, Jr.
                                             Chief Executive Officer


                                    LOCH ILXRRIS, INC.


                                    By:     /s/ Rodney A. Boone
                                            ------------------------------------
                                             Rodney A. Boone
                                             Chief Executive Officer



                                    CHEM TECH, INC.


                                    By:     /s/ Rodney A. Boone
                                            ------------------------------------
                                             Rodney A. Boone
                                             Chief Executive Officer

<PAGE>


                                    EXHIBIT A

                                PURCHASED ASSETS

         1. All  Company's  rights,  title and  interests  in and to any and all
Trade Rights. As used herein, the term "Trade Rights" shall mean and include, in
relation  to the  Business,  whether  operated  or  conducted  by  Company or by
Contractors  on  behalf  of  Company:   (i.)  all  trademark  rights,   business
identifiers,  trade dress,  service  marks,  trade names,  and brand names,  all
registrations thereof and applications therefor and all goodwill associated with
the  foregoing;  (ii) all  copyrights,  copyright  registrations  and  copyright
applications,  and all  other  rights  associated  with  the  foregoing  and the
underlying  works of authorship,  (iii) all patents and patent  applications and
all international proprietary rights associated therewith; (iv) all contracts or
agreements   granting  any  right,   title,   license  or  privilege  under  the
intellectual property rights of any third party; (v) all inventions,  mask works
and mask work registrations,  know-how,  improvements,  designs,  trade secrets,
shop  and  royalty  rights,   employee   covenants  and  agreements   respecting
intellectual property and non-competition  trade secrets,  confidential business
or commercial information, business plans, marketing strategies, customer lists,
vendor lists,  technical  information,  inventions,  discoveries (whether or not
patentable),   techniques,  data  systems,  methods,  processes,   developments,
enhancements, and modifications,  and all other proprietary rights, whether oral
or written, or in recorded form, tangible or intangible,  and all other types of
intellectual  property  which are or have been  conceived,  reduced to practice,
developed,  designed or otherwise created, modified or improved by Company or by
employees and agents of Company;  and (vi) all claims for infringement or breach
of any of the foregoing. The Trade Rights shall expressly include, but shall not
be limited  to, the  technology  described  in  Attachment  1, which is attached
hereto and incorporated  herein as a part hereof.

         2. All the rights,  title and interest in and to those assets listed in
Sections 1.1 and 1.2 of that certain  agreement  dated September 1, 1999 between
and among System Specialists, Inc., Harold Cauthen, and Wade Poteet, and Company
(the "SSI Agreement") except for any equipment already  transferred to the Buyer
or sold or  transferred  or discarded by mutual  agreement of Buyer and Company,
which assets are referred to therein as the Purchased Assets.

         3.  All the  rights,  title  and  interest  in and to the  Intellectual
Property Rights  purchased by and assigned to Company pursuant to all agreements
between  Company  and Henry  Blair  and/or HM Blair  Consulting  including  that
certain  Purchase and Assignment of Intellectual  Property Rights dated February
22, 1998 by and between Dr. Henry Blair and HM Blair Consulting and Company (the
"1998 Blair  Agreement").

         4. All the  rights,  title  and  interests  in and to the  Intellectual
Property  Rights  purchased by and assigned to Company  pursuant to that certain
Purchase and Assignment of  Intellectual  Property Rights dated June 25, 1999 by
and between Dr. Henry Blair and HM Blair Consulting and Company (the "1999 Blair
Agreement").

<PAGE>


                  5.  All  the  rights,  title  and  interests  in  and  to  the
Intellectual  Property Rights  purchased by and assigned to Company  pursuant to
that certain Agreement dated June 1, 2001 by and among Loch Harris and Operating
Team, as defined in that Agreement.


<PAGE>




                                    EXHIBIT B


          STOCK RELATING TO UNDERLYING OBLIGATIONS OF COMPANY REGADING
                                  THETECHNOLOGY



This Exhibit B sets forth the listing of the recipients of the Obligation Shares
of Buyer to be provided at the  direction  of the Company to fulfill  underlying
obligations of the Company with respect to establishing  complete  ownership and
clear title to the Business and Purchased Assets,  referenced herein.  Buyer did
not conduct an  independent  investigation  of the  underlying  obligations  and
claims.  However,  Company provided information that was sufficient to establish
the desirability of satisfying the claims.

         1. Frank  Jakovac,  or his  designee  -- 325,000  shares of  restricted
common stock:

         2. Mark E.  Baker,  or his  designee - 2,500,000  shares of  restricted
common  stock:

         3. Rodney A. Boone,  or his designee - 1,600,000  shares of  restricted
common stock.

         4. Coldwater Capital - 3,900,000 shares of restricted common stock.


<PAGE>


                                    EXHIBIT C




SCHEDULE OF DISCLOSED  PENDING  INVESTIGATIONS  AND LITIGATION
(THE COMPANY  DOES NOT IMPLY OR INFER THAT ANY OF THE MATTERS  LISTED BELOW HAVE
ANY MERIT.)


PENDING INVESTIGATIONS:

Company  represents  to the  best  of its  knowledge  that  there  is a  pending
investigation against Loch, certain of its Officers and Directors,  Henry Blair,
and  possibly  others by the  Securities  and Exchange  Commission,  the Federal
Bureau of  Investigation  and the  Department  of  Justice.  The nature of these
investigations  involves both  questions  related to the validity of the ELF and
VAAMP technologies that were being  demonstrated  and/or reported by Loch in the
past and the actions of Loch Harris and its Officers and Affiliates with respect
to information  provided to the public relating to the technologies and issuance
and sale of securities.

PENDING LITIGATION:

GARY MURPHY AND DAVID JONES V. LOCH HARRIS,  INC., Cause No.  GN0033151,  in the
District Court of Travis County, Texas

<PAGE>


                   AGREEMENT REGARDING ASSUMPTION OF LIABILITY


This Agreement is entered into to be effective  this 1st day of March,  2002, by
and between Loch Harris,  Inc., a Nevada  corporation  (Loch) and CDEX,  Inc., a
Nevada corporation (CDEX).

Whereas,  CDEX and Loch entered into an Asset Purchase Agreement dated August 4,
2001 (APA) In which CDEX  purchased  from Loch all rights that it had to certain
technologies (the "Technology"); and

Whereas,  Section 3.2 of the APA provides that Loch would reimburse CDEX for all
costs and  expenses  relating  to the  preparation,  filing  and  processing  of
statements  to secure  registration  of the  shares  except  that CDEX  would be
responsible for providing financial auditing of CDEX; and

Whereas,  pursuant to Section 3.2 of the APA, among other things,  CDEX provided
13,400,000 shares of "Loch's Shares" to Loch; and

Whereas,  pursuant  to another  earlier  agreement,  Loch has an  obligation  it
assumed  to pay  $59,930  to MPR  Associates,  a firm  which  performed  certain
software work; and

Whereas,  pursuant  to another  earlier  agreement,  Loch has an  obligation  it
assumed to use its best efforts to resolve a purported $62,585 bill from the law
firm of Foley and Lardner; and

Whereas,  not required by the APA, pursuant to a verbal agreement in relation to
the Asset  Purchase,  Loch had an obligation to provide funds to CDEX. Loch paid
$88,900 of that obligation leaving an outstanding balance of $16,404; and

Whereas, Loch and CDEX desire that such obligations be resolved

NOW, THEREFORE for good and valuable  consideration  hereby acknowledged and the
mutual covenants stated herein,  the parties agree as follows:

    (1)  CDEX assumes the liability of $59,930 to MPR  Associates  that Loch had
         assumed and WILL hold Loch harmless  from any claim by MPR  Associates,
         its successors,  assigns,  officers,  directors,  consultants,  agents,
         employees and partners regarding such liability. CDEX is unaware of any
         other liability that Loch has with regard to MPR.

    (2)  CDEX assumes any liability  Loch had in  connection  with the Foley and
         Lardner bill and will hold Loch harmless from any claims from Foley and
         Lardner, its successors,  assigns,  officers,  directors,  consultants,
         agents,  employees  and  partners  regarding  such  liability.  CDEX is
         unaware of any other  liability  that Loch has with regard to Foley and
         Lardner.

    (3)  CDEX agrees that Loch is not obligated to advance an additional $16,400
         in  funds,  or,  except  as  provided  in this  Agreement  and the APA,
         advance,  reimburse or otherwise  provide any other  additional  funds,
         assets,  goods or  services  to or on behalf of CDEX,  its  successors,
         assigns,  officers,  or directors  pursuant to any  agreement,  oral or
         written, and will hold Loch harmless from any such claims.

<PAGE>

    (4)  Loch agrees that CDE7, its officers,  directors,  consultants,  agents,
         employees  and  partners  have  no  obligation  to  pay  or  repay  any
         additional  funds,  assets,  goods,  or services other than provided in
         this  Agreement  to or on  behalf  of Loch,  its  successors,  assigns,
         officers,  directors,  consultants,  agents,  employees,  and  partners
         pursuant to any agreement, oral or written, and will hold CDEX harmless
         from any such claims.

    (5)  CDEX releases Loch from any obligation to fund CDEX's efforts to obtain
         the registration of CDEX stock as contemplated by the provisions of the
         APA.  CDEX has  represented  to Loch that it estimates  this could cost
         anywhere  from  $150,000 to 5300,000.  Subject to the  foregoing,  this
         release does not relieve Loch of any obligation or liability  regarding
         distribution of CDEX shares that it owns to its shareholders.

    (6)  Loch agrees that it will continue to use  reasonable  efforts to assist
         CDEX in connection  with CDEX's effort to obtain  registration  of CDEX
         stock. CDEX agrees to use reasonable  efforts to cooperate with Loch in
         the  distribution  of  Loch's  CDEX  stack  to its  shareholders.  CDEX
         acknowledges  that Loch has provided  accounting and other  information
         relating to the Technology and agrees than Loch will not be required to
         provide funds for or produce an audit of such  numbers.  Subject to the
         foregoing, however, Loch agrees that it will cooperate in continuing to
         provide information  reasonably  necessary for the registration process
         and will  cooperate in responding to reasonable  inquiries from CDEX in
         relation to the  registration of the CDEX stock.

    (7)  In consideration for CDEX's obligations  assumed herein and the release
         of Loch from obligations as expressed  herein,  Loch agrees to transfer
         back to CDEX 1,000,000  shares of CDEX stock  currently  owned by Loch.

    (8)  Loch and CDEX both agree that the  provisions  contained  herein do not
         relieve  either  Loch  or  CDEX  from  any  other  written  obligations
         contained  in the  APA  including  those  related  to  representations,
         warranties,   indemnification,   nondisclosure   of   information   and
         non-competition,   it  being  expressly   understood  and  agreed  that
         provisions of the APA not addressed  herein remain  unchanged.

    (9)  Any term used herein, unless defined differently herein, shall have the
         meaning as defined in the APA.

    (10) Loch warrants to CDEX that the Loot Board of Directors by majority vote
         has approved the terms of this Agreement.  CDEX warranties to Loch that
         the CDEX Board of Directors has approved the terms of this Agreement.

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.


                                                                        RAB
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                                                                        MHP
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