EXHIBIT 4.4
                          SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 26, 2004, by
and between  CDEX,  Inc., a Nevada  corporation,  with  offices  located at 1700
Rockville  Pike,  Suite 400,  Rockville,  Maryland  20852 (the  "COMPANY"),  and
_____________ (the "BUYER").

         WHEREAS:

         A.  The  Company  and the  Buyer  are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Rule 506 under  Regulation D  ("REGULATION  D") as  promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 ACT"); and

         B. The Company desires to issue and sell, and Buyer wishes to purchase,
upon the terms and conditions set forth in this  Agreement:  (i) 10% convertible
debentures of the Company,  in the form  attached  hereto as EXHIBIT "A," in the
aggregate   principal  amount  of   _______________  ($  )  (together  with  any
debenture(s) issued in replacement thereof or as a dividend thereon or otherwise
with respect  thereto in accordance with the terms thereof,  the  "DEBENTURES"),
convertible  into  Class A Common  Stock of the  Company,  par value  $.005 (the
"Common  Stock")  within six (6) months of the Closing  Date at a price of $0.75
per share,  upon the terms and subject to the  limitations  and  conditions  set
forth in the  Debentures and (ii) Common Stock  Purchase  Warrants,  in the form
attached hereto as EXHIBIT "B," to purchase up to  ____________shares  of Common
Stock (the "WARRANTS")  within twelve (12) months of the Closing Date at a price
of $0.75 per share (and together with the Debentures, the "Securities"); and

         C. This  Agreement,  the Debentures  and the Warrants are  collectively
termed the "Transaction Documents"; and

         NOW THEREFORE, the Company and the Buyer hereby agree as follows:

         1. PURCHASE AND SALE OF DEBENTURES AND WARRANTS

                            a.  PURCHASE  OF  DEBENTURES  AND  WARRANTS.  On the
Closing  Date (as defined  below),  the Company  shall (a) issue and sell to the
Buyer and the Buyer agrees to purchase from the Company  _______________ dollars
($ ) of Debentures (at a purchase price equal to the original  principal  amount
thereof) and (b) issue to Buyer Warrants to purchase  _________ shares of Common
Stock.

                            b. FORM OF  PAYMENT.  On the Closing  Date,  (i) the
Buyer shall pay the purchase  price for the  Securities to be issued and sold to
him at the Closing (as defined below) (the "PURCHASE PRICE") by wire transfer of
immediately available funds (or as otherwise mutually agreed) to the Company, in
accordance with the Company's written wiring  instructions,  against

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delivery of the  Securities,  and (ii) the Company shall deliver such Securities
duly executed on behalf of the Company, to such Buyer,  against delivery of such
Purchase Price.

                            c. CLOSING  DATE.  Subject to the  satisfaction  (or
waiver) of the conditions set forth in Sections 5 and 6 below, the parties shall
use their best efforts to cause the issuance and sale of the Securities pursuant
to this Agreement on or before 5:00 p.m. Eastern Standard Time on April 26, 2004
(the  "CLOSING  DATE").  The closing of the  transactions  contemplated  by this
Agreement  (the  "CLOSING")  shall occur on the  Closing  Date at the offices of
Bondy & Schloss LLP, 60 East 42nd Street,  37th Floor, New York, New York 10165,
or at such other location as may be agreed to by the parties.

         2. BUYER'S  REPRESENTATIONS  AND WARRANTIES.  The Buyer  represents and
warrants to the Company solely as to such Buyer that:

                            a. INVESTMENT  PURPOSE.  As of the date hereof,  the
Buyer is purchasing  the Debentures and the shares of Common Stock issuable upon
conversion  of or  otherwise  pursuant  to the  Debentures  (including,  without
limitation, such additional shares of Common Stock, if any, as are issuable as a
result of the events described in the Debenture  (including  without  limitation
Section 1.6 of the  Debenture),  such shares of Common  Stock being  referred to
herein as the  "CONVERSION  SHARES"),  and the Warrants and the shares of Common
Stock  issuable  upon exercise  thereof (the  "WARRANT  SHARES") for Buyer's own
account  and not with a present  view  toward  the public  sale or  distribution
thereof, except pursuant to sales registered or exempted from registration under
the 1933 Act.

                            b.  ACCREDITED  INVESTOR  STATUS.  The  Buyer  is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D (an
"ACCREDITED INVESTOR") for the reasons checked on Schedule 1 hereto.

                            c.  RELIANCE ON  EXEMPTIONS.  The Buyer  understands
that the  Securities  are being  offered and sold to the Buyer in reliance  upon
specific exemptions from the registration  requirements of United States federal
and state  securities  laws and that the  Company is relying  upon the truth and
accuracy of, and the Buyer's compliance with, the  representations,  warranties,
agreements,  acknowledgments and understandings of the Buyer set forth herein in
order to determine the  availability  of such  exemptions and the eligibility of
the Buyer to acquire the Securities.

                            d. INFORMATION.  The Buyer and the Buyer's advisors,
if any,  have  been  furnished  with all  materials  relating  to the  business,
finances and  operations of the Company and materials  relating to the offer and
sale of the Securities  which have been requested by the Buyer or such advisors.
The Buyer  and any such  advisors  have been  afforded  the  opportunity  to ask
questions of the Company.  The Buyer agrees and acknowledges,  however,  that it
has not been  furnished any offering  literature or  prospectus  concerning  the
Company  other than this  Agreement  and, in making its  decision to acquire the
Securities hereunder, the Buyer has relied solely upon

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this  Agreement  and  independent  investigations  made by the Buyer.  The Buyer
acknowledges that no  representations  or warranties have been made to the Buyer
by the  Company,  or any officer,  employee,  agent or affiliate of the Company,
except as contained in this Agreement. The Buyer understands that his investment
in the Securities involves a significant degree of risk.

                            e. GOVERNMENTAL  REVIEW.  The Buyer understands that
no United States federal or state agency or any other government or governmental
agency  has  passed  upon or  made  any  recommendation  or  endorsement  of the
Securities.

                            f. TRANSFER OR RE-SALE.  The Buyer  understands that
(i)  the  sale or  re-sale  of the  Securities  has not  been  and is not  being
registered  under the 1933 Act or any applicable  state securities laws, and the
Securities may not be transferred unless (a) the Securities are sold pursuant to
an effective registration statement under the 1933 Act, (b) the Buyer shall have
delivered to the Company an opinion of counsel  (which opinion shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions) to the effect that the Securities to be sold or transferred may be
sold or  transferred  pursuant to an exemption from such  registration,  (c) the
Securities are sold or  transferred  to an  "affiliate"  (as defined in Rule 144
promulgated  under the 1933 Act (or a successor rule) ("RULE 144")) of the Buyer
who agrees to sell or otherwise  transfer the Securities only in accordance with
this Section 2(f) and who is an Accredited  Investor,  or (d) the Securities are
sold pursuant to Rule 144; (ii) any sale of such  Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further,
if  said  Rule  is  not  applicable,   any  re-sale  of  such  Securities  under
circumstances  in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC  thereunder;  and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption thereunder.

                            g.   LEGENDS.   The  Buyer   understands   that  the
Debentures and the Warrants and, unless the Conversion Shares and Warrant Shares
have been registered  under the Securities Act of 1933 (as amended) or otherwise
may be sold  pursuant to Rule 144 without  any  restriction  as to the number of
securities  as of a  particular  date  that can then be  immediately  sold,  the
Conversion  Shares  and  Warrant  Shares  may  bear  a  restrictive   legend  in
substantially  the  following  form  (and a  stop-transfer  order  may be placed
against transfer of the certificates for such Securities):

         "The  securities  represented  by this  certificate
         have not been  registered  under the Securities Act
         of 1933,  as  amended.  The  securities  may not be
         sold,  transferred or assigned in the absence of an
         effective registration statement for the securities
         under said Act, or an opinion of counsel,  in form,
         substance  and  scope  customary  for  opinions  of
         counsel   in    comparable    transactions,    that
         registration is

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<PAGE>

         not required under said Act or unless sold pursuant
         to Rule 144 under said Act."


                            h.  AUTHORIZATION;  ENFORCEMENT.  The  Agreement has
been duly and validly  authorized.  It has been duly  executed and  delivered on
behalf  of the  Buyer,  and  this  Agreement  constitutes  a valid  and  binding
agreement of the Buyer enforceable in accordance with its terms.

                            i.  RESIDENCY.  The  Buyer  is  a  resident  of  the
jurisdiction  set forth  immediately  below such Buyer's  name on the  signature
pages hereto.


         3.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The  Company
represents and warrants to Buyer that:

                            a. ORGANIZATION AND QUALIFICATION.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the  jurisdiction in which it is organized and is duly qualified as a foreign
corporation  to do business  and is in good  standing in every  jurisdiction  in
which its  ownership or use of property or the nature of the business  conducted
by it makes  such  qualification  necessary  except  where the  failure to be so
qualified  or in  good  standing  would  not  have a  Material  Adverse  Effect.
"MATERIAL  ADVERSE  EFFECT" means any material  adverse  effect on the business,
operations,  assets, financial condition or prospects of the Company, taken as a
whole,  or on the  transactions  contemplated  hereby  or by the  agreements  or
instruments to be entered into in connection herewith.

                            b. AUTHORIZATION;  ENFORCEMENT.  (i) The Company has
all  requisite  corporate  power and  authority  to enter into and  perform  the
Transaction Documents and to consummate the transactions contemplated hereby and
thereby and to issue the  Securities,  in  accordance  with the terms hereof and
thereof,  (ii) the  execution and delivery of the  Transaction  Documents by the
Company and the consummation of the transactions contemplated hereby and thereby
have been duly  authorized  by the  Company's  Board of Directors and no further
consent  or  authorization  of the  Company,  its  Board  of  Directors,  or its
shareholders  is  required,  (iii) this  Agreement  has been duly  executed  and
delivered  by the  Company,  and  (iv)  this  Agreement  constitutes,  and  upon
execution and delivery by the Company of the Transaction Documents, each of such
instruments  will  constitute,  a legal,  valid and  binding  obligation  of the
Company enforceable against the Company in accordance with its terms.

                            c.  CAPITALIZATION.   The  Company  has  reserved  a
sufficient  number of  shares of Common  Stock as  required  for  issuance  upon
conversion of the Debentures and exercise of the Warrants (subject to adjustment
pursuant to the Company's covenant set forth in SECTION 4(f) below).

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<PAGE>

                            d.   ISSUANCE  OF  SHARES  OF  COMMON   STOCK.   The
Conversion  Shares  and  Warrant  Shares are (or shall be) duly  authorized  and
reserved for issuance and, upon conversion of the Debentures and exercise of the
Warrants in accordance  with their  respective  terms,  will be validly  issued,
fully  paid and  non-assessable,  and free from all  taxes,  liens,  claims  and
encumbrances  with  respect  to the issue  thereof  and shall not be  subject to
preemptive rights or other similar rights of shareholders of the Company.

                            e. ABSENCE OF LITIGATION.  There is no action, suit,
claim,  proceeding,  inquiry or  investigation  before or by any  court,  public
board,  government agency,  self-regulatory  organization or body pending or, to
the knowledge of the Company,  threatened  against or affecting the Company,  or
its officers or directors in their capacity as such,  that could have a Material
Adverse Effect.

         4. COVENANTS.

                            a. BEST  EFFORTS.  The parties  shall use their best
efforts to satisfy timely each of the  conditions  described in Sections 5 and 6
of this Agreement.

                            b. FORM D; BLUE SKY LAWS.  The  Company  shall  take
such action as the Company  shall  reasonably  determine is necessary to qualify
the Securities for sale to the Buyer at the applicable  closing pursuant to this
Agreement  under  applicable  securities or "blue sky" laws of the states of the
United States (or to obtain an exemption from such qualification).

                            c.  USE OF  PROCEEDS.  The  Company  shall  use  the
proceeds from the sale of the Debentures and the Warrants for the development of
its  technologies to include  compensation for engineering  companies  providing
product  development  support and payment of component  parts for the  prototype
products  being  developed  and for such other  general  corporate  purposes  in
connection therewith as it deems appropriate but shall not, however, directly or
indirectly,  use such proceeds for any repayment of debt,  loan to or investment
in any other corporation, partnership, enterprise or other person.

                            d.  CORPORATE  EXISTENCE.  Until  such date on which
there are no longer any amounts outstanding on the Debentures, the Company shall
maintain its corporate  existence and shall not sell all or substantially all of
the Company's  assets,  except in the event of a merger or consolidation or sale
of all or  substantially  all of the  Company's  assets,  where the surviving or
successor entity in such transaction assumes the Company's obligations hereunder
and under the agreements and instruments entered into in connection herewith.

                            e. NO  INTEGRATION.  The Company  shall not make any
offers or sales of any security (other than the Securities) under  circumstances
that  would  require  registration  of the  Securities  being  offered  or  sold
hereunder  under  the 1933 Act or cause the  offering  of the  Securities  to be
integrated with any other offering of securities by the Company.

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<PAGE>

                            f. ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If,
at any time  when  the  Debentures  are  issued  and  outstanding  and  prior to
conversion of all of the Debentures,  there shall be any merger,  consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as
a result of which  shares of Common  Stock of the Company  shall be changed into
the same or a different  number of shares of another  class or classes of shares
or  securities  of the  Company  or  another  entity,  or in case of any sale or
conveyance of all or  substantially  all of the assets of the Company other than
in connection with a plan of complete liquidation of the Company, then the Buyer
shall  thereafter  have the right to receive upon  conversion of the Debentures,
upon the basis and upon the terms and conditions  specified  therein and in lieu
of the Conversion Shares immediately theretofore issuable upon conversion,  such
shares, securities or assets which the Buyer would have been entitled to receive
in such transaction had the Debentures been converted in full immediately  prior
to such  transaction  (without regard to any limitations on conversion set forth
herein), and in any such case appropriate  provisions shall be made with respect
to the rights and  interests  of the Buyer of the  Debenture to the end that the
provisions set forth in the Debenture (including, without limitation, provisions
for  adjustment of the Conversion  Price and of the number of Conversion  Shares
issuable upon conversion of the Debentures)  shall thereafter be applicable,  as
nearly as may be practicable in relation to any securities or assets  thereafter
deliverable upon the conversion hereof.

                            g.  REGISTRATION  RIGHTS.  If at any time  after the
date hereof the Company  proposes to  register  any of its  securities  with the
Securities  and Exchange  Commission,  the Company shall give notice to Buyer of
such proposed registration,  and, upon the written request of Buyer delivered to
the  Company  within  20 days of such  notice,  the  Company  shall use its best
efforts  to effect the  registration  of Buyer's  Warrant  Shares or  Conversion
Shares, as requested by Buyer.

         5.  CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL.  The obligation of
the Company  hereunder to issue and sell the Debentures and Warrants to Buyer at
the Closing is subject to the  satisfaction,  at or before the  Closing  Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion:

                            a. The Buyer shall have executed, as applicable, the
Agreement, and delivered the same to the Company.

                            b. The Buyer shall have delivered the Purchase Price
in accordance with Section 1(b) above.

                            c. The representations and warranties of Buyer shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at that time  (except for  representations  and
warranties  that speak as of a specific  date),  and Buyer shall have performed,
satisfied and complied in all material  respects with the covenants,  agreements
and

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<PAGE>

conditions  required by this  Agreement to be  performed,  satisfied or complied
with by Buyer at or prior to the Closing Date.

                            d.  No  litigation,   statute,   rule,   regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or  endorsed  by or in  any  court  or  governmental  authority  of
competent jurisdiction or any self-regulatory organization having authority over
the matters  contemplated  hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

         6.  CONDITIONS  TO BUYER'S  OBLIGATION TO PURCHASE.  The  obligation of
Buyer to purchase the  Debentures  and Warrants at the Closing is subject to the
satisfaction, at or before the Closing Date of each of the following conditions,
provided  that these  conditions  are for the  Buyer's  sole  benefit and may be
waived by the Buyer at any time in his sole discretion:

                            a. The Company shall have executed the Agreement and
delivered  the same to  Buyer,  and shall  within a  reasonable  time  after the
Closing Date provide to Buyer executed Debentures and Warrants,  as reflected in
this Agreement.

                            b. The representations and warranties of the Company
shall be true and correct in all material  respects as of the date when made and
as of the Closing Date as though made at such time  (except for  representations
and  warranties  that speak as of a specific  date) and the  Company  shall have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date.

         7. GOVERNING LAW; MISCELLANEOUS.

                            a. GOVERNING LAW. THIS AGREEMENT  SHALL BE ENFORCED,
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF MARYLAND
APPLICABLE TO AGREEMENTS  MADE AND TO BE PERFORMED  ENTIRELY  WITHIN SUCH STATE,
WITHOUT  REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
IN  MARYLAND  WITH  RESPECT TO ANY DISPUTE  ARISING  UNDER THIS  AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE

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THAT A FINAL  NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR  PROCEEDING  SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON SUCH JUDGMENT
OR IN ANY OTHER LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE
ARISING UNDER THIS  AGREEMENT  SHALL BE  RESPONSIBLE  FOR ALL FEES AND EXPENSES,
INCLUDING  ATTORNEYS' FEES,  INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH
SUCH DISPUTE.

                            b.  COUNTERPARTS;   SIGNATURES  BY  FACSIMILE.  This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original but all of which shall  constitute one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                            c. HEADINGS.  The headings of this Agreement are for
convenience  of  reference  only and  shall  not form  part of,  or  affect  the
interpretation of, this Agreement.

                            d. SEVERABILITY.  In the event that any provision of
this Agreement is invalid or unenforceable  under any applicable statute or rule
of law, then such  provision  shall be deemed  inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any provision  hereof which may prove  invalid or  unenforceable
under any law shall not  affect  the  validity  or  enforceability  of any other
provision hereof.

                            e. ENTIRE AGREEMENT;  AMENDMENTS. This Agreement and
the  instruments  referenced  herein  contain  the entire  understanding  of the
parties with respect to the matters  covered  herein and therein and,  except as
specifically  set forth  herein or  therein,  neither  the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

                            f. NOTICES.  Any notices required or permitted to be
given under the terms of this Agreement shall be sent by certified or registered
mail (return receipt requested) or delivered personally or by courier (including
a recognized  overnight delivery service) or by facsimile and shall be effective
five days after being  placed in the mail,  if mailed by regular  United  States
mail,  or upon  receipt,  if  delivered  personally  or by courier  (including a
recognized  overnight delivery service) or by facsimile,  in each case addressed
to a party. The addresses for such communications shall be the then most current
address of the party.  Each party shall provide notice to the other party of any
change in address.

                            g.  SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding  upon and inure to the benefit of the parties and their  successors  and
assigns.  Neither the Company nor the

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Buyer shall assign this Agreement or any rights or obligations hereunder without
the prior  written  consent of the other.

                            h. THIRD  PARTY  BENEFICIARIES.  This  Agreement  is
intended for the benefit of the parties  hereto and their  respective  permitted
successors  and  assigns,  and is not for the benefit of, nor may any  provision
hereof be enforced by, any other person.

                            i. SURVIVAL.  The  representations and warranties of
the Company and the agreements and covenants set forth in Sections 2, 3, 4 and 7
shall  survive  the  Closing   hereunder   notwithstanding   any  due  diligence
investigation  conducted  by or on behalf of the Buyer.  The  Company  agrees to
indemnify  and hold  harmless  the Buyer and all of  Buyer's  agents for loss or
damage  arising as a result of or related to any breach or alleged breach by the
Company of any of his  representations,  warranties  and  covenants set forth in
Sections  3 and 4 hereof  or any of his  covenants  and  obligations  under  the
Transaction  Documents,  including advancement of expenses as they are incurred.
The Buyer agrees to indemnify  and hold  harmless the Company and its  officers,
directors,  employees  and agents  for loss or damage  arising as a result of or
related  to any  material  breach  by the  Buyer of any of his  representations,
warranties  and  covenants  set forth in  Sections  2 and 4 hereof or any of his
covenants and obligations under the Transaction Documents, including advancement
of expenses as they are incurred.

                            j.  FURTHER  ASSURANCES.  Each  party  shall  do and
perform,  or cause to be done and  performed,  all such further acts and things,
and  shall  execute  and  deliver  all  such  other  agreements,   certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and  accomplish  the  purposes  of this  Agreement  and the
consummation of the transactions contemplated hereby.

         IN WITNESS WHEREOF,  the undersigned  Buyer and the Company have caused
this Agreement to be duly executed as of the date first above written.


INVESTOR:                                      CDEX, INC.



---------------------------------------        ---------------------------------
Name:                                          Name:  Malcolm H. Philips, Jr.
                                               Title: CEO

RESIDENCE:
           --------------------------
ADDRESS:

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

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

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

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                                   SCHEDULE 1

                           ACCREDITED INVESTOR STATUS

         Please  initial  below  the  items  which  apply to your  status  as an
Accredited Investor.

_____________                 An  individual  having  a net  worth  with  spouse
                              (excluding  automobiles,  principal  residence and
                              furnishings) at the time of purchase, individually
                              or jointly, in excess of $1,000,000.

_____________                 An individual  whose  individual net income was in
                              excess of  $200,000 in each of the two most recent
                              years,  or whose  joint net income with his or her
                              spouse was in excess of  $300,000 in each of those
                              years,  and who reasonably  expects his individual
                              or joint net income with such investor's spouse to
                              reach such level(s) in the current year.

_____________                 A corporation or  partnership,  not formed for the
                              specific   purpose  of  acquiring   the  Purchased
                              Shares,   having   total   assets   in  excess  of
                              $5,000,000.

_____________                 A small Business  Investment  Company  licensed by
                              the  U.S.  Small  Business   Administration  under
                              Section  301(c)  or  (d)  of  the  Small  Business
                              Investment Act of 1958.

_____________                 A self-directed  employee  benefit plan within the
                              meaning of ERISA,  with investment  decisions made
                              solely by persons who are accredited  investors as
                              defined in Rule 501(a) of Regulation D.

_____________                 A trust with total assets in excess of  $5,000,000
                              not formed for the  specific  purpose of acquiring
                              the Purchased  Shares,  whose purchase is directed
                              by a sophisticated  person (i.e., a person who has
                              such  knowledge  and  experience  in financial and
                              business  matters that he, she or it is capable of
                              evaluating  the merits and risks of an  investment
                              in the Purchased Shares).

_____________                 An entity in which all of the  equity  owners  are
                              accredited investors.

                                       10
<PAGE>

Exhibit A to Securities Purchase Agreement

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT").  THE
         SECURITIES  MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
         OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
         REQUIRED  UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
         ACT.

                              CONVERTIBLE DEBENTURE

Rockville, Maryland                                              Debenture No.__
_______________, 2004                                            $_______.00

                  FOR  VALUE  RECEIVED,   CDEX,   INC.,  a  Nevada   corporation
(hereinafter  called the  "BORROWER"),  hereby  promises  to pay to the order of
______________________________,     having    a    principal     residence    at
______________________________________________   (the   "HOLDER")   the  sum  of
____________________  Dollars ($_______.00),  on ________,  2007, (the "MATURITY
DATE"),  and to pay interest on the unpaid principal  balance hereof at the rate
of ten  percent  (10%) per annum (the  "Initial  Interest  Rate")  from the date
hereof (the "ISSUE  DATE") until the same  becomes due and  payable,  whether at
maturity or upon  acceleration  or by  prepayment  or  otherwise.  Any amount of
principal  or interest on this  Debenture  which is not paid when due shall bear
interest  at the rate of  fifteen  percent  (15%)  per  annum  from the due date
thereof until the same is paid  ("DEFAULT  INTEREST").  Interest  shall commence
accruing on the Issue Date, shall be computed on the basis of a 365-day year and
the actual number of days elapsed and shall be payable, at the Maturity Date, or
at the time of conversion  of the  principal to which such  interest  relates in
accordance  with Article I below.  All payments due hereunder (to the extent not
converted  into common stock,  par value $0.005 per share,  of the Borrower (the
"COMMON  STOCK") in  accordance  with the terms  hereof) shall be made in lawful
money of the United States of America or, at the option of the Holder,  in whole
or in part,  in  shares  of  Common  Stock of the  Borrower  valued  at the then
applicable  Conversion Price (as defined herein).  All payments shall be made at
such  address as the Holder  shall  hereafter  give to the  Borrower  by written
notice made in accordance  with the provisions of this  Debenture.  Whenever any
amount  expressed  to be due by the  terms of this  Debenture  is due on any day
which  is not a  business  day,  the  same  shall  instead  be  due on the  next
succeeding  day which is a business  day.  As used in this  Debenture,  the term
"business  day"  shall mean any day other  than a  Saturday,  Sunday or a day on
which  commercial  banks in the city of New  York,  New York are  authorized  or
required by law or  executive  order to remain  closed.  This  Debenture  may be
issued in conjunction with other debentures with the same terms to the Holder or
to other holders thereof (such other  debentures  being referred to collectively
herewith as the "Debentures" and such holders,  collectively with the Holder, as
the "Holders").  Each capitalized term used herein,  and not otherwise  defined,
shall have the meaning  ascribed  thereto in that  certain

                                       11
<PAGE>

Securities  Purchase  Agreement,  dated March ___, 2004,  pursuant to which this
Debenture was originally issued (the "PURCHASE AGREEMENT").

         The following terms shall apply to this Debenture:

                          ARTICLE I. CONVERSION RIGHTS

         1.1 CONVERSION RIGHT.

             (a) CONVERSION.  Subject to Section  1.1(b),  the Holder shall have
the  right at any  time,  and from  time to time,  on or prior to the six  month
anniversary  hereof  (the  "Conversion  Deadline")  in respect of the  remaining
outstanding  principal  amount and accrued and unpaid  interest  thereon of this
Debenture,  to convert all or any part of the outstanding  and unpaid  principal
amount of this  Debenture  into fully paid and  non-assessable  shares of Common
Stock (the "Conversion  Shares"), as such Common Stock exists on the Issue Date,
or any shares of capital  stock or other  securities  of the Borrower into which
such Common Stock shall hereafter be changed or reclassified,  at the Conversion
Price (as defined below)  determined as provided  herein (a  "CONVERSION").  The
number of Conversion  Shares to be issued upon each conversion of this Debenture
shall be determined by dividing the Conversion  Amount (as defined below) by the
applicable Conversion Price in effect on the date that the notice of conversion,
in the form  attached  hereto as  Exhibit A (the  "NOTICE  OF  CONVERSION"),  is
delivered  to the Borrower by the Holder in  accordance  with Section 1.4 below.
(the "CONVERSION DATE"). The term "CONVERSION AMOUNT" means, with respect to any
conversion  of  this  Debenture,  the sum of (1) the  principal  amount  of this
Debenture  to be  converted  in such  conversion  PLUS (2)  accrued  and  unpaid
interest,  if any, on such  principal  amount at the interest  rates provided in
this Debenture to the Conversion Date PLUS (3) Default Interest,  if any, on the
amounts referred to in the immediately preceding clauses (1) and/or (2) PLUS (4)
at the  Holder's  option,  any  amounts  owed  to the  Holder  pursuant  to this
Debenture (including, without limitation Section 1.6 hereof).

             (b) PREPAYMENT IN LIEU OF CONVERSION.  Notwithstanding  anything to
the contrary contained in Section 1.1(a), at Borrower's option at any time, upon
ten days prior written  notice,  the Borrower shall have the right to prepay the
entire principal amount of the Debenture (the "Prepayment  Option").  Unless the
Holder  shall have  previously  converted  the entire  principal  amount of this
Debenture,  then on the 11th day following such notice,  the Borrower shall make
payment  to the  Holder,  of an  amount  in  cash  equal  to the  sum of (w) the
principal  amount of the Debenture  outstanding on such day plus (x) accrued and
unpaid interest on such unpaid  principal amount plus (y) Default  Interest,  if
any,  on the  amounts  referred  to in  clauses  (w) and (x) plus (z) any  other
amounts owed to the Holder pursuant to this Debenture.

         1.2 CONVERSION PRICE.

             (a) CALCULATION OF CONVERSION  PRICE. The initial  Conversion Price
shall be $0.75 per share (THE "CONVERSION PRICE"). The Conversion Price shall be
subject, in each

                                       12
<PAGE>

case, to equitable  adjustments  for stock splits,  reverse stock splits,  stock
dividends  or  rights  offerings  by the  Borrower  relating  to the  Borrower's
securities or the  securities of any  subsidiary of the Borrower,  combinations,
recapitalization,  reclassifications,  extraordinary  distributions  and similar
events.

             (b) DEFICIENCY UPON CONVERSION.  Upon  Conversion,  in the event of
any  deficiency  of any amounts  due Holder  hereunder,  Borrower  agrees to pay
Holder,  at Holder's  option any such  deficiency  in either cash or  additional
shares of Common  Stock.  If the  Holder  elects to be paid such  deficiency  in
Common Stock, such Common Stock shall be valued at the Conversion Price, then in
effect.

         1.3 AUTHORIZED  SHARES.  The Borrower  covenants that during the period
the conversion  right exists,  the Borrower will reserve from its authorized and
unissued  Common  Stock a  sufficient  number of  shares,  free from  preemptive
rights,  to provide for the issuance of Common Stock upon the full conversion of
this  Debenture  and  the  other  Debentures  issued  pursuant  to the  Purchase
Agreement.  The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable.  In addition, if the Borrower
shall issue any  securities  or make any change to its capital  structure  which
would  change  the number of shares of Common  Stock  into which the  Debentures
shall be convertible at the then current Conversion Price, the Borrower shall at
the  same  time  make  proper  provision  so that  thereafter  there  shall be a
sufficient  number of shares of Common Stock authorized and reserved,  free from
preemptive  rights, for conversion of the outstanding  Debentures.  The Borrower
agrees that its issuance of this Debenture  shall  constitute  full authority to
its  officers  and  agents  who are  charged  with the duty of  executing  stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock in accordance with the terms and conditions of this Debenture.

         If,  at any  time a  Holder  of this  Debenture  submits  a  Notice  of
Conversion,  and the Borrower does not have  sufficient  authorized but unissued
shares of Common Stock  available to effect such  conversion in accordance  with
the  provisions of this Article I (a "CONVERSION  DEFAULT"),  subject to Section
4.8,  the  Borrower  shall issue to the Holder all of the shares of Common Stock
which  are then  available  to  effect  such  conversion.  The  portion  of this
Debenture which the Holder  included in his Conversion  Notice and which exceeds
the amount which is then  convertible into available shares of Common Stock (the
"EXCESS  AMOUNT")  shall,  notwithstanding  anything to the  contrary  contained
herein, not be convertible into Common Stock in accordance with the terms hereof
until (and at the Holder's option at any time after) the date additional  shares
of Common Stock are  authorized by the Borrower to permit such  conversion.  The
Borrower  shall use its best efforts to authorize a sufficient  number of shares
of Common Stock as soon as  practicable  following  the earlier of (i) such time
that the Holder  notifies the Borrower or that the  Borrower  otherwise  becomes
aware that there are or likely  will be  insufficient  authorized  and  unissued
shares to allow full  conversion  thereof  and (ii) a  Conversion  Default.  The
Borrower  shall send  notice to the Holder of the  authorization  of  additional
shares of Common Stock, and the Authorization Date.

                                       13
<PAGE>

         1.4 METHOD OF CONVERSION.

             (a) MECHANICS OF CONVERSION. Subject to Section 1.1, this Debenture
may be converted by the Holder in whole or in part at any time from time to time
after the Issue Date and prior to the Conversion Deadline,  by (A) submitting to
the Borrower a Notice of Conversion (by facsimile or other  reasonable  means of
communication  dispatched on the  Conversion  Date prior to 5:00 p.m., New York,
New York time) and (B) subject to Section 1.4(b), surrendering this Debenture at
the principal office of the Borrower.

             (b)  SURRENDER  OF  DEBENTURE  UPON   CONVERSION.   Notwithstanding
anything to the contrary set forth herein,  upon conversion of this Debenture in
accordance with the terms hereof, the Holder shall not be required to physically
surrender  this  Debenture to the Borrower  unless the entire  unpaid  principal
amount of this Debenture is so converted.  The Borrower  shall maintain  records
showing the principal  amount so converted and the dates of such  conversions or
shall use such  other  method,  reasonably  satisfactory  to the  Holder and the
Borrower,  so as not to require  physical  surrender of this Debenture upon each
such conversion. In the event of any dispute or discrepancy, such records of the
Borrower  shall be  controlling  and  determinative  in the  absence of manifest
error.  Notwithstanding  the  foregoing,  if any  portion of this  Debenture  is
converted as aforesaid,  the Holder may not transfer this  Debenture  unless the
Holder first physically surrenders this Debenture to the Borrower, whereupon the
Borrower  will  forthwith  issue and deliver  upon the order of the Holder a new
Debenture of like tenor, registered as the Holder (upon payment by the Holder of
any applicable  transfer  taxes) may request,  representing in the aggregate the
remaining unpaid principal amount of this Debenture.

THE HOLDER AND ANY ASSIGNEE,  BY ACCEPTANCE OF THIS  DEBENTURE,  ACKNOWLEDGE AND
AGREE THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH,  FOLLOWING CONVERSION
OF A PORTION OF THIS DEBENTURE,  THE UNPAID AND UNCONVERTED  PRINCIPAL AMOUNT OF
THE DEBT REPRESENTED BY THIS DEBENTURE MAY BE LESS THAN THE AMOUNT STATED ON THE
FACE HEREOF.

             (c) PAYMENT OF TAXES.The  Borrower shall not be required to pay any
tax which may be payable in respect of any  transfer  involved  in the issue and
delivery of shares of Common Stock or other securities or property on conversion
of this  Debenture in a name other than that of the Holder (or in street  name),
and the  Borrower  shall not be  required to issue or deliver any such shares or
other  securities or property unless and until the person or persons (other than
the Holder or the  custodian in whose street name such shares are to be held for
the Holder's  account)  requesting  the issuance  thereof shall have paid to the
Borrower  the  amount  of  any  such  tax  or  shall  have  established  to  the
satisfaction of the Borrower that such tax has been paid.

             (d) DELIVERY OF COMMON STOCK UPON  CONVERSION.  Upon receipt by the
Borrower from the Holder of a facsimile  transmission (or other reasonable means
of

                                       14
<PAGE>

communication) of a Notice of Conversion meeting the requirements for conversion
as provided in this Section  1.4, the Borrower  shall issue and deliver or cause
to be issued and delivered to or upon the order of the Holder  certificates  for
the Common Stock issuable upon such conversion as soon as practicable after such
receipt (and,  solely in the case of  conversion of the entire unpaid  principal
amount hereof,  surrender of this Debenture) in accordance with the terms hereof
and the Purchase.

             (e) OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Upon receipt by
the  Borrower of a Notice of  Conversion,  the Holder  shall be deemed to be the
Holder  of  record of the  Common  Stock  issuable  upon  such  conversion,  the
outstanding  principal  amount and the amount of accrued and unpaid  interest on
this  Debenture  shall be reduced to reflect such  conversion,  and,  unless the
Borrower  defaults  on its  obligations  under this  Article I, all rights  with
respect to the portion of this  Debenture  being so  converted  shall  forthwith
terminate except the right to receive the Common Stock or other securities, cash
or other assets,  as herein provided,  on such  conversion.  The Conversion Date
with respect to a Notice of Conversion  shall be the date on which the Notice of
Conversion  is given so long as the  Notice of  Conversion  is  received  by the
Borrower before 5:00 p.m., New York, New York time, on such date; or if received
after  5:00  p.m.  New  York,  New York time the  Conversion  Date  shall be the
following date.

         1.5  CONCERNING  THE SHARES.  The shares of Common Stock  issuable upon
conversion  of this  Debenture  may not be sold or  transferred  unless (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii) the  Borrower  or its  transfer  agent  shall have been  furnished  with an
opinion  of  counsel  (which  opinion  shall be in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions) to the effect that
the shares to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from such  registration  or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor  rule)  ("RULE  144") or (iv)
such shares are  transferred to an  "affiliate"  (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise  transfer the shares only in accordance
with this  Section  1.5 and who is an  Accredited  Investor  (as  defined in the
Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and
subject  to the  removal  provisions  set forth  below),  until such time as the
shares of Common Stock  issuable  upon  conversion of this  Debenture  have been
registered  under the Act or otherwise  may be sold pursuant to Rule 144 without
any  restriction as to the number of securities as of a particular date that can
then be immediately  sold, each  certificate for shares of Common Stock issuable
upon  conversion of this Debenture that has not been so included in an effective
registration  statement  or that  has not been  sold  pursuant  to an  effective
registration statement or an exemption that permits removal of the legend, shall
bear a legend substantially in the following form, as appropriate:

     "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED.  THE
     SECURITIES  MAY  NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
     ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
     UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE  AND
     SCOPE CUSTOMARY FOR

                                       15
<PAGE>

     OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
     IS NOT REQUIRED  UNDER SAID ACT UNLESS SOLD  PURSUANT TO RULE 144
     UNDER SAID ACT."

         The legend set forth  above  shall be removed  and the  Borrower  shall
issue to the Holder a new  certificate  therefor free of any transfer  legend if
(i) the  Borrower  or its  transfer  agent  shall  have  received  an opinion of
counsel,  in form,  substance  and scope  customary  for  opinions of counsel in
comparable  transactions,  to the effect  that a public sale or transfer of such
Common  Stock may be made  without  registration  under the Act,  including  the
provisions of Rule 144 and the shares are so sold or transferred, or (ii) in the
case of the Common  Stock  issuable  upon  conversion  of this  Debenture,  such
security is  registered  for sale by the Holder under an effective  registration
statement  filed  under the Act or  otherwise  may be sold  pursuant to Rule 144
without any  restriction as to the number of securities as of a particular  date
that can then be immediately sold.

         1.6 EFFECT OF CERTAIN EVENTS.

             (a)  EFFECT OF  MERGER,  CONSOLIDATION,  ETC.  Except as  otherwise
previously publicly disclosed, at the option of the Holder, the sale, conveyance
or disposition of all or  substantially  all of the assets of the Borrower,  the
effectuation by the Borrower of a transaction or series of related  transactions
in which more than 50% of the voting  power of the  Borrower is disposed  of, or
the consolidation,  merger or other business combination of the Borrower with or
into any other Person (as defined below) or Persons when the Borrower is not the
survivor  shall  either:  (i) be deemed to be an Event of Default (as defined in
Article  III) or (ii) be treated  pursuant to Section  1.6(b)  hereof.  "PERSON"
shall mean any individual,  corporation, limited liability company, partnership,
association, trust or other entity or organization.

             (b) ADJUSTMENT DUE TO MERGER,  CONSOLIDATION,  ETC. If, at any time
when this Debenture is issued and  outstanding and prior to conversion of all of
the Debentures,  there shall be any merger,  consolidation,  exchange of shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares of  Common  Stock of the  Borrower  shall be  changed  into the same or a
different number of shares of another class or classes of stock or securities of
the Borrower or another  entity,  or in case of any sale or conveyance of all or
substantially  all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower,  then the Holder of this Debenture
shall  thereafter  have the right to receive upon  conversion of this Debenture,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock  immediately  theretofore  issuable upon  conversion,
such stock,  securities  or assets which the Holder would have been  entitled to
receive  in  such   transaction  had  this  Debenture  been  converted  in  full
immediately  prior to such  transaction  (without  regard to any  limitations on
conversion set forth herein), and in any such case appropriate  provisions shall
be made with respect to the rights and interests of the Holder of this Debenture
to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon
conversion of the Debenture) shall thereafter be

                                       16
<PAGE>

applicable,  as nearly as may be  practicable  in relation to any  securities or
assets thereafter deliverable upon the conversion hereof. The Borrower shall not
effect any  transaction  described  in this Section  1.6(b)  unless (a) it first
gives, to the extent practicable,  thirty (30) days prior written notice (but in
any event at least fifteen (15) days prior written notice) of the record date of
the special meeting of  stockholders  to approve,  or if there is no such record
date,  the  consummation  of, such  merger,  consolidation,  exchange of shares,
recapitalization,  reorganization  or  other  similar  event  or sale of  assets
(during which time the Holder shall be entitled to convert this  Debenture)  and
(b) the resulting successor or acquiring entity (if not the Borrower) assumes by
written  instrument the obligations of this Section 1.6(b). The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or
share exchanges.


         1.7 STATUS AS STOCKHOLDER. Upon submission of a Notice of Conversion by
a Holder,  (i) the shares covered thereby (other than the shares,  if any, which
cannot be issued  because their  issuance  would exceed such Holder's  allocated
portion  of the  Reserved  Amount  or  Maximum  Share  Amount)  shall be  deemed
converted  into shares of Common Stock and (ii) the Holder's  rights as a Holder
of such converted portion of this Debenture shall cease and terminate, excepting
only the right to receive  certificates  for such shares of Common  Stock and to
any remedies provided herein or otherwise  available at law or in equity to such
Holder  because of a failure by the  Borrower  to comply  with the terms of this
Debenture.

                     ARTICLE II. SALE OF ASSETS BY BORROWER

         So long as the Borrower shall have any obligation under this Debenture,
the Borrower  shall not,  without the prior written  consent of the Holders of a
majority  of the then  outstanding  balance of  principal  and  interest  on the
Debentures,  sell, lease or otherwise  dispose of any portion of its assets,  in
any  transaction or series of  transactions,  having a value in excess of 50% of
the fair market value of its consolidated  assets outside the ordinary course of
business.  Any consent to the  disposition of any assets may be conditioned on a
specified use of the proceeds of disposition.


                         ARTICLE III. EVENTS OF DEFAULT

         If any of the following events of default (each, an "EVENT OF DEFAULT")
shall occur:

         3.1 FAILURE TO PAY PRINCIPAL OR INTEREST. The Borrower fails to pay the
principal  hereof or interest  thereon  when due on this  Debenture,  whether at
maturity upon acceleration or otherwise.

         3.2  CONVERSION  AND THE SHARES.  The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance  with the

                                       17
<PAGE>

terms of this  Debenture  (unless  such  failure  is  solely  as a result of the
circumstances governed by Section 1.3 and the Borrower is using its best efforts
to  authorize  a  sufficient  number  of  shares  of  Common  Stock  as  soon as
practicable),  fails to transfer  or cause its  transfer  agent to transfer  any
certificate  for shares of Common Stock issued to the Holder upon  conversion of
or otherwise  pursuant to this Debenture as and when required by this Debenture,
and any such failure shall continue uncured for fifteen (15) business days after
the Borrower shall have been notified thereof in writing by the Holder.

         3.3 BREACH OF  REPRESENTATIONS  AND WARRANTIES.  Any  representation or
warranty  of  the  Borrower  made  herein  or in  any  agreement,  statement  or
certificate given in writing pursuant hereto or in the Purchase  Agreement shall
be false or misleading in any material respect when made and the breach of which
has (or with the  passage of time will have) a  material  adverse  effect on the
rights of the Holder with respect to this Debenture,  the Purchase  Agreement or
any of the other Transaction Documents.


                            ARTICLE IV. MISCELLANEOUS

         4.1 FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on the part
of the Holder in the exercise of any power,  right or privilege  hereunder shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privileges.

         4.2 NOTICES.  Any notice herein required or permitted to be given shall
be in writing and may be  personally  served or  delivered by courier or sent by
United  States  mail and  shall be deemed to have been  given  upon  receipt  if
personally served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after  being  deposited  in the United  States
mail, certified,  with postage pre-paid and properly addressed, if sent by mail.
For the  purposes  hereof,  the  address of the Holder  shall be as shown on the
records of the Borrower; and the address of the Borrower shall be 1700 Rockville
Pike, Suite 400, Rockville, Maryland 20852. Both the Holder and the Borrower may
change the  address  for  service  by service of written  notice to the other as
herein provided.

         4.3  AMENDMENTS.  This  Debenture and any provision  hereof may only be
amended by an instrument in writing  signed by the Borrower and the Holder.  The
term "Debenture" and all references thereto, as used throughout this instrument,
shall mean this  instrument  (and the other  Debentures  issued  pursuant to the
Purchase Agreement) as originally executed, or if later amended or supplemented,
then as so amended or supplemented.

         4.4  ASSIGNABILITY.  This Debenture  shall be binding upon the Borrower
and its successors and assigns,  and shall inure to be the benefit of the Holder
and his  successors  and assigns.  Each  transferee of this Debenture must be an
"accredited   investor"   (as   defined  in  Rule   501(a)  of  the  1933  Act).
Notwithstanding anything in this Debenture to the contrary, this

                                       18
<PAGE>

Debenture may be pledged as  collateral  in  connection  with a BONA FIDE margin
account or other lending arrangement.

         4.5 COST OF  COLLECTION.  If  default  is made in the  payment  of this
Debenture,  the  Borrower  shall  pay the  Holder  hereof  costs of  collection,
including reasonable attorneys' fees.

         4.6 GOVERNING  LAW. THIS DEBENTURE  SHALL BE ENFORCED,  GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF MARYLAND  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE  PRINCIPLES  OF  CONFLICT OF LAWS.  THE  BORROWER  HEREBY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN MARYLAND,
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS DEBENTURE, THE AGREEMENTS ENTERED
INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY.
BOTH  PARTIES  IRREVOCABLY  WAIVE THE  DEFENSE OF AN  INCONVENIENT  FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS  MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON THE  PARTY  IN ANY  SUCH  SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  DEBENTURE  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

         4.7 CERTAIN AMOUNTS.  Whenever  pursuant to this Debenture the Borrower
is required to pay an amount in excess of the outstanding  principal  amount (or
the portion  thereof  required to be paid at that time) plus  accrued and unpaid
interest  plus Default  Interest on such  interest,  the Borrower and the Holder
agree that the actual  damages to the Holder from the receipt of cash payment on
this Debenture may be difficult to determine and the amount to be so paid by the
Borrower  represents  stipulated  damages  and not a penalty  and is intended to
compensate  the  Holder  in part for loss of the  opportunity  to  convert  this
Debenture and to earn a return from the sale of shares of Common Stock  acquired
upon  conversion  of this  Debenture  at a price in excess of the price paid for
such shares pursuant to this Debenture. The Borrower and the Holder hereby agree
that such amount of stipulated  damages is not plainly  disproportionate  to the
possible  loss to the Holder  from the  receipt of a cash  payment  without  the
opportunity to convert this Debenture into shares of Common Stock.

                                       19
<PAGE>

         4.8  ALLOCATIONS  OF MAXIMUM  SHARE  AMOUNT AND  RESERVED  AMOUNT.  The
Maximum  Share Amount and Reserved  Amount shall be allocated pro rata among the
Holders of Debentures based on the principal amount of such Debentures issued to
each Holder. Each increase to the Maximum Share Amount and Reserved Amount shall
be allocated  pro rata among the Holders of  Debentures  based on the  principal
amount of such Debentures held by each Holder at the time of the increase in the
Maximum  Share  Amount or Reserved  Amount.  In the event a Holder shall sell or
otherwise  transfer any of such Holder's  Debentures,  each transferee  shall be
allocated  a pro rata  portion of such  transferor's  Maximum  Share  Amount and
Reserved  Amount.  Any portion of the Maximum  Share  Amount or Reserved  Amount
which  remains  allocated  to any  person  or  entity  which  does  not hold any
Debentures shall be allocated to the remaining  Holders of Debentures,  pro rata
based on the principal amount of such Debentures then held by such Holders.

         4.9 DAMAGES SHARES.  The shares of Common Stock that may be issuable to
the Holder  pursuant to any penalty or adjustment  provisions  contained in this
Debenture (including,  without limitation Section 1.6 hereof) ("DAMAGES SHARES")
shall be treated as Common Stock issuable upon  conversion of this Debenture for
all purposes  hereof and shall be subject to all of the limitations and afforded
all of the rights of the other shares of Common Stock issuable hereunder.

         4.10  DENOMINATIONS.  At the request of the Holder,  upon  surrender of
this  Debenture,  the  Borrower  shall  promptly  issue  new  Debentures  in the
aggregate  outstanding  principal  amount  hereof,  in the form hereof,  in such
denominations as the Holder shall request.

         4.11 PURCHASE  AGREEMENT.  By its  acceptance of this  Debenture,  each
Holder agrees to be bound by the applicable terms of the Purchase Agreement.

         4.12 NOTICE OF CORPORATE  EVENTS.  Except as otherwise  provided below,
the Holder of this  Debenture  shall have no rights as a Holder of Common  Stock
unless and only to the extent that it converts this Debenture into Common Stock.
Notwithstanding  the foregoing  sentence,  the Borrower shall provide the Holder
with notice of any meeting of Borrower's  shareholders or directors at which any
matter is to be voted  upon which  requires  the  consent of the  Holders of the
Debentures.

         4.13  REMEDIES.  The Borrower  acknowledges  that a breach by it of its
obligations  hereunder will cause  irreparable harm to the Holder,  by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Borrower  acknowledges  that the  remedy at law for a breach of its  obligations
under this Debenture will be inadequate and agrees,  in the event of a breach or
threatened breach by the Borrower of the provisions of this Debenture,  that the
Holder shall be entitled,  in addition to all other available remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Debenture
and to  enforce  specifically  the terms and  provisions  thereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.

                                       20
<PAGE>

         4.14  TERMINATION  OF  CERTAIN  PROVISIONS.   Upon  the  Maturity  Date
(assuming  repayment on such date of 100% of the  Debentures)  or  conversion of
100% of the  Debentures,  which ever is earlier,  the provisions of Sections 2.1
and 2.2 shall thereafter be of no further force and effect.


         IN WITNESS WHEREOF,  Borrower has caused this Debenture to be signed in
its name by its duly authorized officer this ___ day of ________________, 2004.


                                             CDEX, INC.



                                             By: ______________________________
                                                 Malcolm H. Philips, Jr.
                                                 Chief Executive Officer

                                       21
<PAGE>



EXHIBIT A

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                       in order to Convert the Debentures)

         The undersigned hereby irrevocably elects to convert $________principal
amount of the Debenture  (defined below) into shares of common stock,  par value
$0.005 per share ("COMMON  STOCK"),  of CDEX,  Inc., a Nevada  corporation  (the
"CORPORATION")  according to the conditions of the convertible debentures of the
Corporation dated as of _______________, 2004 (the "Debentures"), as of the date
written below. If securities are to be issued in the name of a person other than
the  undersigned,  the  undersigned  will pay all  transfer  taxes  payable with
respect  thereto and is delivering  herewith such  certificates.  No fee will be
charged to the Holder for any  conversion,  except for transfer taxes, if any. A
copy of each  Debenture  is  attached  hereto  (or  evidence  of loss,  theft or
destruction thereof).

         The  undersigned   hereby   requests  that  the  Corporation   issue  a
certificate or  certificates  for the number of shares of Common Stock set forth
below (which numbers are based on the Holder's  calculation  attached hereto) in
the name(s) specified immediately below or, if additional space is necessary, on
an attachment hereto:

Name:
     -----------------------------------------------------
Address:
        --------------------------------------------------

         The  undersigned  represents  and warrants that all offers and sales by
the undersigned of the securities issuable to the undersigned upon conversion of
the Debentures  shall be made pursuant to registration  of the securities  under
the Securities Act of 1933, as amended (the "ACT"),  or pursuant to an exemption
from registration under the Act.

       Date of Conversion:_______________________________
       Applicable Conversion Price:______________________
       Number of Shares of Common Stock to be Issued:____
       Pursuant to Conversion of the Debentures:_________
       Signature:________________________________________
             Name:_______________________________________
Address:_____________________________________

                                       22
<PAGE>

EXHIBIT B TO SECURITIES PURCHASE AGREEMENT

NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
HEREOF HAVE BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON
AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OR IN A
TRANSACTION  WHICH IS  EXEMPT  FROM  REGISTRATION  UNDER THE  PROVISIONS  OF THE
SECURITIES ACT OR ANY APPLICABLE STATE LAWS.

                          COMMON STOCK PURCHASE WARRANT

              To Purchase ______________ Shares of Common Stock of

                                   CDEX, INC.

                  THIS     CERTIFIES      that,     for     value      received,
_____________________________  the  "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the "Initial  Exercise Date") and on or
prior to the close of business twelve (12) months from the Initial Exercise Date
(the "Termination Date") but not thereafter,  to subscribe for and purchase from
CDEX,  Inc., a Nevada  corporation  (the  "Company"),  ______________  shares of
Common Stock,  par value $0.005,  of the Company (the "Common Stock" or "Warrant
Shares").  The purchase price of each share of Common Stock upon the exercise of
this Warrant shall be $0.75 (the "Exercise  Price").  The Exercise Price and the
number of shares of Common Stock for which this Warrant is exercisable  shall be
subject to adjustment as provided herein.

                  1. TITLE TO WARRANT. Prior to the Termination Date and subject
to compliance  with applicable  laws, this Warrant and all rights  hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with a properly endorsed and/or duly executed  Assignment Form,
a copy of which is annexed hereto.

                  2.  AUTHORIZATION  OF  SHARES  OF COMMON  STOCK.  The  Company
covenants  that all  securities  which may be issued upon the exercise of rights
represented  by this Warrant will,  upon exercise of the rights  represented  by
this Warrant, be duly authorized,  validly issued, fully paid and non-assessable
and free from all taxes,  liens and  charges  in  respect  of the issue  thereof
(other than taxes in respect of any transfer  occurring  contemporaneously  with
such issue).

                  3.  EXERCISE  OF  WARRANT.  Except as  provided  in  Section 4
herein,  exercise of the purchase rights represented by this Warrant may be made
at any time or times on or after the Initial

                                       23
<PAGE>

Exercise Date, and before the close of business on the  Termination  Date by the
surrender  of this Warrant and the Notice of Exercise  Form annexed  hereto duly
executed,  at the office of the Company  (or such other  office or agency of the
Company as it may designate by notice in writing to the registered holder hereof
at the address of such holder  appearing  on the books of the  Company) and upon
payment of the Exercise  Price for the shares of Common Stock thereby  purchased
by wire transfer or cashier's check drawn on a United States bank, the Holder of
this Warrant shall be entitled to receive a certificate for the number of shares
of Common Stock so purchased.  Certificates for the securities  representing the
shares of Common  Stock  purchased  hereunder  shall be  delivered to the Holder
hereof as soon as  practicable  after the date on which this Warrant  shall have
been duly  exercised.  This Warrant  shall be deemed to have been  exercised and
such certificate or certificates shall be deemed to have been issued, and Holder
or any other person so  designated  to be named  therein shall be deemed to have
become a holder of record of such  securities  for all purposes,  as of the date
this Warrant has been  exercised by payment to the Company of the Exercise Price
and all taxes  required  to be paid by  Holder,  if any,  pursuant  to Section 4
hereof, prior to the issuance of such securities.

                  4. CHARGES,  TAXES AND EXPENSES.  Issuance of certificates for
shares of Common Stock and/or the securities  representing  the shares of Common
Stock upon the  exercise of this  Warrant  shall be made  without  charge to the
Holder for any issue or transfer tax or other  incidental  expense in respect of
the issuance of such certificate,  all of which taxes and expenses shall be paid
by the Company,  and such certificates shall be issued in the name of the Holder
of this  Warrant  or in such name or names as may be  directed  by the Holder of
this Warrant;  provided,  however,  that in the event certificates for shares of
Common  Stock are to be issued in a name  other  than the name of the  Holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder hereof,  and the
Company may require, as a condition thereto,  the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

                  5.  CLOSING OF BOOKS.  The Company will not close its books or
records in any manner which prevents the timely exercise of this Warrant.

                  6. TRANSFER, DIVISION AND COMBINATION.

                  (a) Subject to compliance with any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained  for such purpose,  upon
surrender of this Warrant at the principal office of the Company,  together with
a written  assignment of this Warrant  substantially in the form attached hereto
duly executed by Holder or its agent or attorney and funds sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination or  denominations  specified in such instrument of assignment,  and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned,  and this Warrant shall  promptly be cancelled.  A Warrant,  if
properly  assigned,  may be exercised by a new Holder for the purchase of shares
of Common Stock without having

                                       24
<PAGE>

a new Warrant issued.

                  (b)  This  Warrant  may be  divided  or  combined  with  other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be  issued,  signed by  Holder  or his agent or  attorney.
Subject to compliance with Section 6(a) hereof,  as to any transfer which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c) The Company  shall  prepare,  issue and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 6.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
books for the registration and the registration of transfer of the Warrants.

                  7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.  This Warrant does
not  entitle  the  Holder  hereof  to any  voting  rights  or other  rights as a
shareholder of the Company prior to the exercise  hereof.  Upon the surrender of
this Warrant and the payment of the Exercise  Price,  the shares of Common Stock
so purchased  shall be deemed to be issued to such Holder as the record owner of
such  securities  as of the close of  business  on the later of the date of such
surrender or payment.

                  8. LOSS,  THEFT,  DESTRUCTION  OR MUTILATION  OF WARRANT.  The
Company  covenants  that upon  receipt  by the  Company of  evidence  reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
certificate  or any  certificate  relating to the shares of Common  Stock and in
case of loss, theft or destruction, of indemnity or security satisfactory to it,
and  upon  surrender  and  cancellation  of  such  Warrant  or  certificate,  if
mutilated,  the Company  will make and deliver a new Warrant or  certificate  of
like  tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or
certificate.

                  9. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed
day for the  taking of any action or the  expiration  of any right  required  or
granted herein shall be a Saturday,  Sunday or a legal holiday, then such action
may be taken or such right may be exercised until 5:00 P.M. New York Time on the
next succeeding day not a Saturday, Sunday or legal holiday.

                  10.  ADJUSTMENTS  OF  EXERCISE  PRICE AND  NUMBER  OF  WARRANT
SHARES,  SHARE SPLITS,  ETC. The number and kind of securities  purchasable upon
the  exercise  of this  Warrant  and the  Exercise  Price  shall be  subject  to
adjustment  from time to time as set forth in this Section 10. In the event that
the  Company  shall  (i) pay a  dividend  in its  capital  securities  or make a
distribution  of its capital  securities to holders of its  outstanding  capital
securities;  (ii) subdivide its  outstanding  capital  securities into a greater
number  of  its  capital  securities;  (iii)  combine  its  outstanding  capital
securities  into a smaller number of its capital  securities;  or (iv) issue any
capital securities in a  reclassification  of its capital  securities,  then the
number of securities purchasable upon exercise of

                                       25
<PAGE>

this Warrant  immediately  prior thereto shall be adjusted so that the Holder of
this  Warrant  shall be  entitled  to  receive  the kind and  number of  capital
securities or other  securities of the Company which it would have owned or have
been  entitled to receive had such  Warrant been  exercised in advance  thereof.
Upon each such adjustment of the kind and number of capital  securities or other
securities of the Company which are  purchasable  hereunder,  the Holder of this
Warrant  shall  thereafter  be  entitled  to  purchase  the  number  of  capital
securities or other  securities  resulting  from such  adjustment at an Exercise
Price per share of Common Stock or other security  obtained by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares purchasable  pursuant hereto immediately prior to such adjustment
and  dividing by the number of capital  securities  or other  securities  of the
Company  resulting  from such  adjustment.  An adjustment  made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.

                  11. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION  OF  ASSETS.  In case  the  Company  shall  reorganize  its  capital
securities, reclassify its securities, consolidate or merge with or into another
company  (where the  Company is not the  surviving  company or where  there is a
change in or  distribution  with  respect to the  shares of Common  Stock of the
Company),  or sell, transfer or otherwise dispose of all or substantially all of
its property,  assets or business to another company and,  pursuant to the terms
of such reorganization,  reclassification,  merger, consolidation or disposition
of assets,  capital  securities  of the successor or acquiring  company,  or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in  lieu  of  common  stock  of  the  successor  or  acquiring  company  ("Other
Property"), are to be received by or distributed to the holders of securities of
the  Company,  then Holder  shall have the right  thereafter  to  receive,  upon
exercise  of this  Warrant,  the  number  of  shares  of  common  stock or other
securities of the successor or acquiring company or of the Company, if it is the
surviving  company,  and Other Property  receivable  upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
for which this Warrant is exercisable  immediately  prior to such event. In case
of  any  such  reorganization,   reclassification,   merger,   consolidation  or
disposition  of assets,  the  successor or acquiring  company (if other than the
Company) shall expressly assume the due and punctual  observance and performance
of each and every  covenant and  condition  of this Warrant to be performed  and
observed by the  Company  and all the  obligations  and  liabilities  hereunder,
subject to such  modifications  as may be deemed  appropriate  (as determined in
good faith by  resolution  of the Board of Directors of the Company) in order to
provide for  adjustments  of the shares of Common Stock and/or other  securities
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 11. For purposes of
this  Section 11,  "securities  of the  successor or  acquiring  company"  shall
include  securities  of such  company of any class which is not  preferred as to
dividends or assets over any other class of securities of such company and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such securities.

                                       26
<PAGE>

                  12.  VOLUNTARY  ADJUSTMENT BY THE COMPANY.  The Company may at
any time during the term of this Warrant, reduce the then current Exercise Price
to any  amount  and for any period of time  deemed  appropriate  by the Board of
Directors of the Company.

                  13.  NOTICE OF  ADJUSTMENT.  Whenever  the number of shares of
Common Stock or number or kind of securities or other property  purchasable upon
the  exercise  of this  Warrant or the  Exercise  Price is  adjusted,  as herein
provided,  the Company shall  promptly  mail by  registered  or certified  mail,
return  receipt  requested,  to the  Holder  of  this  Warrant  notice  of  such
adjustment  or  adjustments  setting  forth the number of shares of Common Stock
(and other securities or property) purchasable upon the exercise of this Warrant
and the Exercise  Price of such shares of Common Stock (and other  securities or
property)  after such  adjustment,  setting forth a brief statement of the facts
requiring  such  adjustment  and  setting  forth the  computation  by which such
adjustment was made.  Such notice,  in the absence of manifest  error,  shall be
conclusive evidence of the correctness of such adjustment.

                  14. AUTHORIZED  SECURITIES.  The Company covenants that during
the period this Warrant is outstanding,  it will use its best efforts to reserve
from its authorized and unissued  shares of Common Stock a sufficient  number of
shares of Common Stock to provide for the issuance of the shares of Common Stock
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  certificates to execute
and issue the  necessary  certificates  for the shares of Common  Stock upon the
exercise of the purchase rights under this Warrant.

                  15. MISCELLANEOUS.

                  (a)  JURISDICTION.  This  Warrant  shall be  binding  upon any
successors or assigns of the Company.  This Warrant shall  constitute a contract
under the laws of Maryland, without regard to its conflict of law, principles or
rules,  and be subject to arbitration  in the State of Maryland  pursuant to the
rules of the American Arbitration Association.

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

                  (c) NON-WAIVER AND EXPENSES. No course of dealing or any delay
or failure to exercise any right  hereunder on the part of Holder shall  operate
as a waiver of such right or  otherwise  prejudice  Holder's  rights,  powers or
remedies,  notwithstanding  all rights  hereunder  terminate on the  Termination
Date.  If the  Company  willfully  fails to comply  with any  provision  of this
Warrant,  the Company shall pay to Holder such amounts as shall be sufficient to
cover  any  costs  and  expenses  including,  but  not  limited  to,  reasonable
attorneys' fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise  enforcing any of its
rights, powers or remedies hereunder.

                                       27
<PAGE>

                  (d) NOTICES. Any notice, request or other document required or
permitted to be given or delivered to the Holder  hereof by the Company shall be
delivered  to the last  address  of the  Holder  appearing  on the  books of the
Company.

                  (e)  LIMITATION  OF  LIABILITY.  No provision  hereof,  in the
absence  of  affirmative  action  by  Holder  to  purchase  securities,  and  no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any  liability of Holder for the  purchase  price of any  securities  or as a
holder of securities or  shareholder  of the Company,  whether such liability is
asserted by the Company or by creditors of the Company.

                  (f)  REMEDIES.  Holder,  in  addition  to  being  entitled  to
exercise  all rights  granted by law,  including  recovery of  damages,  will be
entitled to specific performance of its rights under this Warrant.

                  (g) SUCCESSORS AND ASSIGNS.  Subject to applicable  securities
laws, this Warrant and the rights and obligations  evidenced  hereby shall inure
to the  benefit of and be binding  upon the  successors  of the  Company and the
successors and permitted  assigns of Holder.  The provisions of this Warrant are
intended to be for the benefit of all Holders  from time to time of this Warrant
and  shall  be  enforceable  by any  such  Holder  or any  other  holder  of the
securities underlying the Warrant.

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

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

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

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
officer thereunto duly authorized.

Dated: March ____, 2004
                                        CDEX, INC.

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       28
<PAGE>

                               NOTICE OF EXERCISE



To:      CDEX, INC.


         k. The undersigned  hereby elects to purchase ________ shares of Common
Stock of CDEX, Inc. pursuant to the terms of the attached  Warrant,  and tenders
herewith  payment of the exercise  price in full,  together with all  applicable
transfer taxes, if any.

         l. Please issue a certificate or certificates  representing said shares
of  Common  Stock in the name of the  undersigned  or in such  other  name as is
specified below:


                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)

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




Dated:


                                                  ------------------------------
                                                  Signature

                                       29
<PAGE>


                                 ASSIGNMENT FORM

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


         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
         thereby are hereby assigned to

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

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

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

                                             Dated:                ,
                                                     --------------  -------

                           Holder's Signature:
                                               ---------------------------------
                           Holder's Address:
                                               ---------------------------------

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



Signature Guaranteed:
                      --------------------------------------------



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

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