MASTER ENGINEERING SERVICES AGREEMENT

      This  Master  Engineering  Services  Agreement  ("Agreement")  is made and
entered  into  this 3rd day of  February,  2004  (the  "Effective  Date") by and
between  (i)  CDEX,  Inc.,  a Nevada  corporation  with its  principal  place of
business at 1700 Rockville Pike, Suite 400, Rockville,  Maryland 20852 ("CDEX"),
and (ii) Systems 2000,  Inc., an Nevada  corporation with its principal place of
business  at  23630  North  35th  Drive,   Suite  1,  Glendale,   Arizona  85310
("Company"), who, intending to be legally bound, agree as follows:

1.    INTRODUCTION

      1.1. CDEX wishes to develop and market one or more products, each based on
its proprietary chemical detection technology, that require further development,
refinement  and/or  testing in preparation  for  manufacturing  production,  and
Company has the capacity  to, and can provide  design,  prototyping  and testing
services as well as a suite of related  services  for  products of the type CDEX
wishes to bring to market.

      1.2.  The parties  wish to enter into this  Agreement to specify the terms
under which  Company will provide such  design,  prototyping,  testing  services
and/or other complementary services for CDEX's prospective product(s), and under
which CDEX will pay for the services it engages Company to provide.

2.    SERVICES

      2.1.  DESCRIPTION  OF SERVICES.  Company will provide to CDEX the services
more  specifically  described in one or more statements of work  ("Statements of
Work")  issued from time to time under this  Agreement  in  accordance  with the
procedure  set forth in Section 2.2 below (the  "Services").  The  Services  may
include, without limitation,  the following types of services: (a) non-recurring
engineering services,  including but not limited to product design, creation and
modification  of  bills  of  materials,   engineering  drawing  packages,   work
instructions, manufacturing specifications,  fabrication documents and drawings,
and survey  documents;  (b) prototyping  services,  including but not limited to
development and testing of product prototypes;  and (c) other related design and
manufacturing services tailored to meet CDEX's needs.

      2.2.  STATEMENTS OF WORK. CDEX may, from time to time,  request Company to
provide Services to CDEX pursuant to this Agreement.  To request Services,  CDEX
will prepare and submit to Company a Statement of Work  describing  the scope of
the requested Services,  the schedule  requirements,  the required deliverables,
applicable  rates and other  charges,  whether  such work will be performed on a
time and materials basis, fixed price basis, or some other basis, and such other
details  as are  reasonably  required  for  Company  to  perform  the  requested
Services.  Each  Statement  of Work shall  become  effective  when  executed  by
authorized  representatives of each party.  Notwithstanding  the preceding,  the
parties hereby  approve the initial  Statement of Work set forth in EXHIBIT A-1.
Subsequent  Statements  of Work shall be included in this  Agreement as Exhitits
A-2, A-3, etc.

      2.3.  GOVERNING  TERMS.  Once executed by both parties,  each Statement of
Work shall become effective and shall be governed by the terms of this Agreement
and the terms in such Statement of Work. In the event of a conflict or ambiguity
between the terms of this  Agreement and the terms of any Statement of Work, the
terms of the  Statement  of Work shall  control,  but only with  respect to that
Statement of Work.  CDEX shall have no  obligation  or liability to Company as a
result of any work  performed  by Company (i) prior to the  effective  date of a
Statement of Work, or (ii) outside the scope of work  specified in the Statement
of Work, without CDEX's prior written approval.

      2.4.  ACCEPTANCE.  All Services  shall be subject to  acceptance  by CDEX,
based on its reasonable satisfaction and approval of such Services. In addition,
to the  extent any  Statement  of Work  provides  for  Company  to  prepare  any
deliverables for CDEX  ("Deliverables"),  such Deliverables  shall be subject to
the  following  acceptance  procedures.  During  the  initial  phase of any such
Statement of Work,  the parties will develop and mutually  agree in writing upon
the acceptance tests and/or other acceptance  criteria  ("Acceptance  Criteria")
that will be used to determine  whether the  Deliverables  to be provided  under
such  Statement  of Work are  acceptable  to CDEX.  Company  shall  submit  each
Deliverable to CDEX when it has been completed,  along with written notification
to CDEX that such Deliverable is ready for acceptance testing. CDEX shall have a
reasonable time after receipt of such notice to inspect and test the Deliverable
to  determine  whether  it  meets  the  applicable  Acceptance  Criteria.   Upon
completion  of such  inspection  and testing,  CDEX shall notify  Company of any
defects in the  Deliverable  which have been  identified.  Company  shall have a
reasonable  period of time in light of the work scope thereafter to correct such
defects and to resubmit the corrected Deliverable to CDEX for further acceptance


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testing.  In this regard, both parties understand and agree that the corrections
of the defects must be made  expeditiously  and not in the normal course of work
of the Company. The foregoing procedure shall be repeated as necessary until all
such  defects  have  been  corrected,  at which  point  CDEX  shall  accept  the
Deliverable  in writing.  Notwithstanding  the  preceding,  if Company  fails to
correct all defects in any Deliverable within two such correction  cycles,  CDEX
may  terminate  the affected  Statement  of Work for cause by written  notice to
Company and pursue remedies available to it under law and equity.

      2.5.  CHANGE ORDERS.  The parties  acknowledge and agree that the services
required  by CDEX may be  subject  to  change at any time and from time to time.
CDEX may request  changes to any Statement of Work  prepared in accordance  with
SECTION  2.2 in  writing,  and Company  shall  promptly  advise CDEX of the time
within which the  requested  change can be  implemented  and any change in price
and/or the scheduled completion dates for the Services.  Any such change must be
mutually agreed upon in writing by the parties before it shall become effective.
Company  shall  thereupon  implement  the  mutually  agreed upon  changes to the
Statement of Work.

3.    PAYMENTS

      3.1. SERVICE CHARGES.  In consideration  for Company's  performance of the
Services,  CDEX shall pay to Company  the  amounts  set forth in the  applicable
Statement of Work, as follows: For work performed on a time and materials basis,
CDEX will pay Company for such work on a monthly  basis,  based on the terms set
forth in the  applicable  Statement of Work. For work performed on a fixed price
basis, upon Company's successful  completion of each payment milestone set forth
in the applicable  Statement of Work,  CDEX shall be obligated to pay to Company
the associated milestone payment amount as set forth in such Statement of Work.

      3.2.  TAXES.  All amounts  payable in  accordance  with  SECTIONS  3.1 are
exclusive of all federal,  state, municipal or other governmental excise, sales,
value-added,  and use taxes  (but  excluding  any tax based on the net income of
Company) now in force or enacted in the future and,  accordingly,  the amount of
all payments hereunder is subject to an increase equal to the amount of any such
tax that  Company  may be  required  to collect or pay in  connection  with this
Agreement.

      3.3.  PAYMENT  TERMS.  Company  shall  invoice CDEX for all amounts due in
accordance  with this  SECTION 3, and CDEX shall  remit all  payments to Company
within  thirty  (30)  days  after  the date of CDEX's  acceptance  of  Company's
invoice,   such  acceptace  to  be  based  on  Company   meeting  the  invoicing
requirements  set  forth in this  Agreement  and the  Statement  of  Work,  such
acceptance which shall not be unreasonably  withheld. In addition to information
routinely  contained  in  Invoices,  each Invoice must (1) allocate all costs to
milestones or work scope  items/tasks,  (2) provide the running financial status
against  budget of each such  milestone  or work scope  item/task,  (3)  include
reasonable  supporting back up for all expenditures  over $25.00 and (4) provide
detailed  hourly time  records  broken down by  milestone or work scope item for
individuals working on the project. At the start of each project,  Company shall
contact CDEX to obtain its policies regarding invoicing, accounting support, and
acceptable expense costs (e.g.,  mileage).  Absent written agreement  otherwise,
Company shall comply with those policies.

4.    INTELLECTUAL PROPERTY

      4.1.  DEFINITION.  "Intellectual  Property"  shall  mean (i) all  patents,
copyrights, technology, business methods, techniques, know-how, processes, trade
secrets,   inventions,    proprietary   data,   formulae,   computer   software,
documentation,  creative works of authorship, and research and development data,
(ii) all  trademarks,  trade names,  service marks and service names,  (iii) all
registrations, applications, recordings, licenses and common-law rights relating
thereto,  all  rights to sue at law or in equity for any  infringement  or other
impairment  thereto,  including  the right to receive all  proceeds  and damages
therefrom, and all rights to obtain renewals, continuations,  divisions or other
extensions of legal protections  pertaining  thereto,  and (iv) all other United
States, state and foreign intellectual property.

      4.2.  CDEX  INTELLECTUAL  PROPERTY.  CDEX shall own all  right,  title and
interest  in  and  to  any  of  its  pre-existing  and  independently  developed
Intellectual Property ("CDEX Intellectual Property").

      4.3. COMPANY INTELLECTUAL PROPERTY. Company shall own all right, title and
interest  in  and  to  any  of  its  pre-existing  and  independently  developed
Intellectual Property ("Company Intellectual Property").

      4.4. DEVELOPED MATERIALS.  CDEX shall own all right, title and interest in
and to any  Intellectual  Property  developed by Company in connection  with its
performance of this Agreement  ("Developed  Materials"),  and all such Developed
Materials  shall be deemed to be "works made for hire" under the U.S.  Copyright
laws. To


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the extent that any such  Developed  Materials  are not deemed to be "works made
for hire", then Company hereby assigns to CDEX all right,  title and interest in
and to any such  Developed  Materials.  Company  hereby  agrees to  execute  any
documents  or  instruments  reasonably  necessary  to  enable  CDEX to secure or
perfect any  proprietary  rights that are assigned to CDEX  hereby.  CDEX hereby
grants to  Company,  during the term of each  applicable  Statement  of Work,  a
nonexclusive,  non-transferable,  paid  up  license  in  any  CDEX  Intellectual
Property and Developed  Materials,  in either case,  to the extent  necessary to
enable Company to perform its obligations under such Statement of Work.

      4.5.  INDEMNIFICATION BY COMPANY.  Company shall indemnify and defend CDEX
against, and otherwise hold CDEX harmless from, any and all costs,  liabilities,
damages,  losses and expenses (including reasonable attorneys' fees) arising out
of any claim that any Developed Materials or any Company Intellectual  Property,
or the use  thereof,  infringes  any patent,  copyright,  trade  secret or other
proprietary right of any third party.

      4.6.  INDEMNIFICATION  BY CDEX.  CDEX shall  indemnify and defend  Company
against,   and  otherwise  hold  Company  harmless  from,  any  and  all  costs,
liabilities, damages, losses and expenses (including reasonable attorneys' fees)
arising  out of any  claim  that  any  CDEX  Intellectual  Property,  or the use
thereof,  infringes  any patent,  copyright,  trade secret or other  proprietary
right of any third party.

      4.7.  CONDITIONS TO  INDEMNIFICATION.  Each party's obligations under this
SECTION 4 are conditioned upon (a) receipt by the  indemnifying  party of prompt
written  notification  from the party claiming  indemnification  of any claim to
which this  indemnification  may apply  (provided that failure to provide prompt
notification  shall  only  excuse  the  indemnifying  party to the  extent it is
materially prejudiced thereby), and (b) cooperation by the indemnified party, at
the indemnifying  party's request and expense,  with efforts to defend or settle
the claim.  The  indemnifying  party shall have sole  control of the defense and
settlement  efforts  subject to the  indemnified  party's  right to  participate
therein at its own expense.

5.    CONFIDENTIAL INFORMATION

      That certain  Non-Disclosure  and  Confidentiality  Agreement  between the
parties dated as of the Effective Date of this Agreement and contained herein as
Exhibit B (the  "NDA")  will  govern any and all  Confidential  Information  (as
defined  therein)  that are  exchanged  between  the  parties  pursuant  to this
Agreement,  and  such  NDA  shall  be  deemed  to be an  integral  part  of this
Agreement.  It  should be noted  that upon  execution  of the NDA  contained  as
Exhibit B, all previous NDA's between the parties are terminated.

6.    TERM AND TERMINATION

      6.1. TERM.  The term of this  Agreement  shall commence upon the Effective
Date and shall remain in effect until  terminated in accordance with SECTION 6.2
OR 6.3.

      6.2.  TERMINATION  FOR CAUSE.  Either party may terminate any Statement of
Work  issued  hereunder,  or  this  Agreement  in its  entirety  (including  all
Statements of Work then currently in effect),  in the event that the other party
has not performed any material obligation or has otherwise breached any material
term of such  Statement  of Work or of this  Agreement  upon the  expiration  of
thirty (30) days (or any longer cure period authorized by the nonbreaching party
with respect to any  individual  breach) after receipt of written notice thereof
if the breach has not then been cured.

      6.3.  TERMINATION  WITHOUT CAUSE. CDEX may terminate any Statement of Work
or this  Agreement  in its  entirety  (including  all  Statements  of Work  then
currently  in effect)  for its  convenience  at any time upon  thirty (30) days'
prior written notice to Company.  In the event of any such termination,  Company
shall cease all Services on the effective  date of  termination,  and CDEX shall
remain  obligated to pay Company for Services  rendered  prior to the  effective
date of termination, but such termination shall otherwise be without liability.

      6.4. EFFECT OF TERMINATION.  Within thirty (30) days after  termination of
this  Agreement,  the receiving  party shall  promptly  return to the disclosing
party  or  destroy  (at  the  disclosing   party's  election)  all  Confidential
Information  of the  disclosing  party then  currently in the receiving  party's
possession. Within thirty (30) days after termination of this Agreement, Company
shall promptly deliver to CDEX all CDEX Intellectual  Property and all Developed
Materials then currently in Company's possession,  whether or not such materials
have been completed.


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7.    WARRANTY

      7.1.  SERVICES.  Company  warrants that all Services  provided  under this
Agreement  shall  be  performed  in  a  professional  and  workmanlike   manner,
consistent  with  prevailing  industry best  practices.  Company  shall,  at its
expense,  re-perform any Services that are not performed in compliance with such
warranty.

      7.2. DELIVERABLES. Company warrants that, for a period of ninety (90) days
following the date of CDEX's acceptance thereof, each Deliverable provided under
this Agreement  shall perform in accordance  with its applicable  specifications
and  shall be free from  defects  in  material  and  workmanship  as a result of
negligence in Company's work.  Company shall, at its expense,  repair or replace
any  Deliverable  that is  non-conforming  as a result of  Company's  negligence
brought to its attention within the applicable warranty period.

      7.3.  DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN SECTION 7
ABOVE,  NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY OF ANY KIND, EXPRESS
OR IMPLIED,  IN RELATION TO THIS AGREEMENT OR ITS SUBJECT MATTER, AND EACH PARTY
EXPRESSLY  DISCLAIMS ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY,  FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE.

8.    LIMITATION OF LIABILITY

      IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF
PROFITS OR INDIRECT,  SPECIAL,  INCIDENTAL,  CONSEQUENTIAL OR EXEMPLARY  DAMAGES
INCURRED  BY THE  OTHER  PARTY AND  ARISING  OUT OF OR IN  CONNECTION  WITH THIS
AGREEMENT  FOR ANY CAUSE OF ACTION OF ANY KIND,  WHETHER  BASED  UPON  BREACH OF
CONTRACT  OR TORT  (INCLUDING  NEGLIGENCE),  EVEN IF THE  OTHER  PARTY  HAS BEEN
ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGES.  IN NO EVENT SHALL EITHER  PARTY'S
TOTAL  LIABILITY TO THE OTHER PARTY  ARISING OUT OF OR IN  CONNECTION  WITH THIS
AGREEMENT  FOR ANY CAUSE OF ACTION OF ANY KIND,  WHETHER  BASED  UPON  BREACH OF
CONTRACT OR TORT  (INCLUDING  NEGLIGENCE)  EXCEED THE TOTAL AMOUNTS CDEX OWES TO
COMPANY FOR WORK DONE BASED ON THIS AGREEMENT.

9.    GENERAL PROVISIONS

      9.1. ASSIGNMENT.  Neither this Agreement nor any rights granted hereby may
be assigned by either party (by operation of law or otherwise) without the prior
written  consent of the other party.  Notwithstanding  the  preceding,  CDEX may
assign its rights and obligations  under this Agreement  without such consent to
an affiliate of CDEX or to any successor in interest of CDEX arising through any
merger, acquisition, combination, reorganization or sale of all or substantially
all of the assets or business of CDEX. Any attempt by either party to assign any
rights,  duties or obligations  without the requisite consent of the other party
shall be void and without force or effect.

      9.2.  MODIFICATION.  This  Agreement  can only be  modified  by a  written
amendment  duly signed by persons  authorized  to sign  agreements  on behalf of
Company  and of  CDEX  respectively,  and  any  variation  from  the  terms  and
conditions of this Agreement in any oral or written notification given by either
party shall be of no force or effect.

      9.3. SEVERABILITY.  If any provision of this Agreement shall be held to be
invalid,  illegal or unenforceable  for any reason,  the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

      9.4. RELATIONSHIP OF THE PARTIES. For purposes of this Agreement, CDEX and
Company will be and shall act as independent  contractors,  and neither party is
authorized to act as an agent,  partner or joint venturer of the other party for
any  reason.  Neither  party by virtue of this  Agreement  shall have any right,
power,  or authority  to act or create any  obligation,  express or implied,  on
behalf of the other party.

      9.5.  EXPORT.  Each party and its  employees and agents shall comply fully
with all applicable laws, rules and regulations,  including, but not limited to,
the  United  States  Export  Administration  Act,  any  regulations  promulgated
thereunder  by the U.S.  Department  of  Treasury's  Office  of  Foreign  Assets
Control, or the U.S.  Department of Commerce's Bureau of Export  Administration,
and any other  regulations  of the U.S.  Government,  relating  to the export or
reexport of items  relevant to this  Agreement  including any related  technical
data.


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<PAGE>

      9.6. NOTICES. All notices,  except as stated below with respect to Section
6, shall be in writing and shall be deemed to be delivered when deposited with a
recognized  courier  service,  or when sent by facsimile  transmission  promptly
confirmed by return transmission. With respect to Section 6, Notice is deemed to
be  delivered  upon actual  receipt by the other  party.  All  notices  shall be
directed to CDEX or Company at the respective addresses first set forth above or
to such other  address  as either  party may,  from time to time,  designate  by
notice to the other party.

      9.7.  GOVERNING LAW. This  Agreement,  and any and all claims  (whether in
contract,  tort or otherwise)  that may arise out of or in connection  with this
Agreement,  and the  Services  will be  governed  by the  laws of the  State  of
Maryland, excluding its conflicts of law principles.

      9.8. NO COMPETE. Company acknowledges and agrees that CDEX may disclose to
Company in connection with the Services  details  regarding  CDEX's  proprietary
information  which are highly  sensitive,  and that it will be  difficult if not
impossible to determine  whether such disclosure may lead to  unauthorized  use.
Consequently,  Company  hereby  agrees  that,  for a period of three  years from
completion of any Statement of Work issued under this Agreement,  Company agrees
not to offer, sell or otherwise commercialize any fluorescence-based  product or
technology,   or  any  service  utilizing  any  fluorescence-based   product  or
technology   that,   in   any   such   case,   are   competitive   with   CDEX's
fluorescence-based products, technology or services.

      9.9.  FORCE  MAJEURE.  Neither  party  shall be liable for any  damages or
penalty for any delay in performance  of, or failure to perform,  any obligation
hereunder or for failure to give the other party prior notice  thereof when such
delay or failure is due to the elements,  acts of God, delays in transportation,
governmental acts, or other causes beyond that party's reasonable control.

      9.10.  NO  WAIVERS.  No express or implied  waiver by either  party of any
event of default  hereunder shall in any way be, or be construed as, a waiver of
any future or subsequent event of default.

      9.11. SURVIVAL. The respective rights and obligations of the parties under
Sections 4, 5, 6.4, 7, 8, 9.3, 9.4, 9.6, 9.7, 9.9,  9.10,  9.11,  9.12, and 9.13
shall survive the termination of this Agreement.

      9.12. TITLES AND CAPTIONS. Titles and captions contained in this Agreement
are inserted for convenience or reference only, shall not be deemed to be a part
of this  Agreement  for any other  purpose,  and shall not in any way  define or
affect the meaning, construction or scope of any of the provisions hereof.

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

      9.14.  ENTIRE  AGREEMENT.  The  parties  acknowledge  that this  Agreement
(including  the NDA),  together with any  Attachment  hereto that is executed by
both  parties,  sets  forth  the  final,  complete,   exclusive  and  integrated
understanding of the parties which supersedes all proposals or prior agreements,
oral or written, and all other prior communications between the parties relating
to the subject matter of this Agreement.

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

CDEX, INC. (CDEX)                          SYSTEMS 2000, INC. (COMPANY)


By: /s/ Malcolm H. Philips                 By: [SIGNATURE ILLEGIBLE]
    -----------------------------              ---------------------------------
    Title: CEO & President                     Title:
    Date:  2/3/04                              Date:



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                                    EXHIBIT B

                  NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

      This Non-Disclosure and Confidentiality Agreement (the "Agreement"),  made
      effective as of January 26, 2004 (the  "Effective  Date"),  by and between
      CDEX Inc., a Nevada  corporation (the "Company"),  and Systems 2000, Inc.,
      an Arizona corporation (the "Consultant").

      WHEREAS, there exist certain confidential and proprietary  information and
      intellectual  property  rights  which are  important to the success of the
      Company,  and as an  express  condition  for the  Company's  agreement  to
      discuss with  Consultant  items of mutual  interest and to provide Company
      with  access to the said  confidential  and  proprietary  information  and
      intellectual property rights, the Consultant has agreed that it would keep
      confidential  and  not  disclose  the  Company's  said   confidential  and
      proprietary  information  and  intellectual  property  rights,  and  would
      execute this confidentiality and non-disclosure agreement to that effect.

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

1.    CONFIDENTIAL  INFORMATION.  The term  "Confidential  Information"  as used
      herein  means  trade   secrets,   confidential   business  or   commercial
      information,   customer  lists,  vendor  lists,   technical   information,
      know-how,  inventions,  patents,  discoveries (whether or not patentable),
      copyrights, trademarks, service marks, techniques, data, systems, methods,
      processes,  improvements,  developments,  enhancements, and modifications,
      and other  proprietary  rights,  whether  oral or written,  or in recorded
      form,  tangible  or  intangible,  that  are  from  time to time  owned  or
      possessed  by or on  behalf  of the  Company  or  any  entity  related  by
      ownership to the Company.

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

3.    THE PURPOSE. The Consultant shall not use the Confidential  Information in
      any manner except as is  reasonably  required for the  performance  of the
      Services  Agreement  between  Consultant  and CDEX dated January 26, 2004.
      Such use shall be referred to herein as the "Purpose".

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

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


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<PAGE>

6.    EXCEPTIONS.  The obligations of the Consultant  under Sections 1, 2, 3, 4,
      and 5 herein shall not apply to Confidential Information which is required
      to be disclosed by an order of a governmental agency,  legislative body or
      court  of  competent  jurisdiction  (provided  that  the  receiving  party
      provides the  disclosing  party with  immediate  notice of such request or
      requirement),  or  which  at the  time of  disclosure  is,  or  thereafter
      becomes,  available to the trade or the public without  restriction  other
      than through the fault, negligence,  or other acts of the Consultant.  The
      Consultant understands that public availability,  or the availability from
      a third party,  of the individual  parts of the  Confidential  Information
      does not release his obligation of confidence for Confidential Information
      that is not already publicly available.

7.    VIOLATION  OF  AGREEMENT.  Any  violation  or  attempted  violation of any
      provision of this  Agreement by the Consultant is an  unauthorized  use of
      the  Confidential  Information and shall be deemed to be a material breach
      of this Agreement.  The Consultant hereby agrees to indemnify,  defend and
      hold  harmless  the  Company  from any and all  claims,  losses,  actions,
      injuries,  damages, fines, penalties, or other liabilities,  including but
      not limited to loss of profits and other economic losses,  attorneys' fees
      and court costs, resulting from or related to the breach of this Agreement
      by the Consultant.  Without prejudice to the rights and remedies otherwise
      available,  the Company shall be entitled to equitable relief, such as for
      an injunction or specific  performance,  without the need to post any bond
      or surety,  if the  Consultant  should breach or threaten to breach any of
      the provisions of this Agreement. In the event that any enforcement action
      is taken by either party hereunder, including filing an action in court or
      in arbitration, the prevailing party shall be entitled to recover from the
      losing party its costs and expenses,  including its reasonable  attorneys'
      fees and court costs.

8.    TERM. The term of this  Agreement  shall commence as of the Effective Date
      and shall  continue  until  five (5) years  after the  termination  of the
      related Engineering Services Agreement associated with this Agreement.

9.    ARBITRATION.  Any failure to perform,  controversy or claim arising out of
      or  relating to this  Agreement  or the  breach,  termination  or validity
      thereof,  other than an action by the  Company  for  injunctive  relief or
      specific  performance,  shall be determined  exclusively by arbitration in
      accordance  with the 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. All expenses and fees of the  arbitrator  and expenses for hearing
      facilities,  stenographers,  including  attorneys'  fees and the  costs of
      expert witnesses,  and other expenses of the arbitrators shall be borne by
      the prevailing party; provided, however, that the arbitrators may allocate
      a portion of such expenses to the other party if the  arbitrators  believe
      such a measure  is  justified  by the  conduct of the  parties  during the
      arbitration.

10.   MISCELLANEOUS. This Agreement constitutes the entire agreement between the
      parties  hereto with respect to the subject  matter  hereof.  There are no
      representations, warranties, terms, conditions, undertakings or collateral
      agreements,  express, implied or statutory, between the parties respecting
      the  subject  matter  hereof  other  than as  expressly  set forth in this
      Agreement. The Section and subsection headings contained in this Agreement
      are inserted for convenience of reference only,  shall not be deemed to be
      a part of this Agreement for any purpose,  and shall not in any way define
      or affect  the  meaning,  construction  or scope of any of the  provisions
      hereof.


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<PAGE>

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

CDEX-INC.

By:                               /s/ Malcolm H. Philips                  (SEAL)
                                  ----------------------------------------
                                  Malcolm H. Philips
                                  ----------------------------------------
                                        Printed Name

SYSTEMS 2000, INC.

By:                               [SIGNATURE ILLEGIBLE]                   (SEAL)
                                  ----------------------------------------

                                  ----------------------------------------
                                        Printed Name


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