EXHIBIT 4.5


                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of __________,
2003,  is entered  into by and between  CDEX,  Inc., a Nevada  corporation  (the
"COMPANY"), and ___________ (the "INVESTOR").

                                    RECITALS:

         The Investor  would like to purchase from the Company,  and the Company
would like to sell to the Investor,  certain shares of the Class A Common Stock,
par value $0.001 per share, of the Company  ("COMMON  STOCK"),  on the terms and
subject to the conditions set forth in this Agreement.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained,  the receipt and  sufficiency of which are agreed upon by the
parties, the parties hereto hereby agree as follows:

         SECTION 1.  PURCHASES AND SALES OF COMMON STOCK.

         (a) Upon the terms and subject to the conditions set forth herein,  the
Company shall sell to the Investor, and the Investor agrees to purchase from the
Company,  an aggregate of _______ shares of Common Stock (sometimes  referred to
as the "PURCHASED SHARES") for a total price of $________  ("PURCHASED  PRICE").
The purchase and sale of shares of Common Stock pursuant to this Agreement shall
occur at the scheduled time and place (the "Closing") as set forth below.

         (b) The Closing shall take place at 10:00am (Eastern  Standard Time) on
or before  _______,  2003,  by payment  by the  Investor  to the  Company of the
Purchase  Price for the shares of Common Stock to be purchased,  in cash by wire
transfer of immediately  available funds  (denominated  in U.S.  dollars) to the
Company's  account,  in exchange  for issuance by the Company to the Investor of
the Purchased Shares.

         (c) The  Investor's  obligation  to  consummate  the  Closing  shall be
conditioned  upon:  (i)  receipt  by the  Investor  of  evidence  that  a  stock
certificate  representing  the  Purchased  Shares is being timely  issued to the
Investor;  and (ii) all of the representations and warranties of the Company set
forth in this  Agreement  being true and  correct as of the  Closing  date.  The
Company's  obligation to consummate the Closing shall be  conditioned  upon: (i)
receipt by the Company of the Purchase  Price,  as noted above,  and (ii) all of
the  representations  and warranties of the Investor set forth in this Agreement
being true and correct as of the Closing date.

         SECTION  2.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY  TO THE
                      INVESTOR.

         The Company hereby  represents and warrants to the Investor,  as of the
date of this Agreement and as of the Closing date, as follows:

         (a) ORGANIZATION.  The Company is a corporation duly organized, validly
existing  and in good  standing  under the laws of State of  Nevada  and has all
requisite  corporate  power and  authority  to own and lease its property and to
carry on its business as presently conducted.

         (b)  AUTHORIZATION  OF AGREEMENT AND ISSUANCE OF THE PURCHASED  SHARES;
ENFORCEABILITY;  Non-Contravention.  The execution,  delivery and performance by
the Company of this  Agreement  and issuance of

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the Purchased  Shares have been duly  authorized by all requisite  action on the
part of the Company.  This Agreement has been duly executed and delivered by the
Company  and  constitutes  a  valid  and  binding  obligation  of  the  Company,
enforceable in accordance with its respective terms. The execution, delivery and
performance of this Agreement, and the compliance with the provisions hereof and
thereof by the Company, will not:

                  (i)  materially   violate  any  provision  of  law,   statute,
ordinance,  rule or regulation or any ruling, writ, injunction,  order, judgment
or decree of any court, administrative agency or other governmental body;

                  (ii) materially conflict with or result in any material breach
of any of the terms, conditions or provisions of, or constitute (with due notice
or lapse of time,  or both) a  material  default  (or give  rise to any right of
termination,  cancellation or acceleration)  under (A) any agreement,  document,
instrument, contract,  understanding,  arrangement, note, indenture, mortgage or
lease to which the  Company is a party or under  which the Company or any of its
assets is bound or affected, (B) the Company's Certificate of Incorporation,  or
(C) the Company's By-laws; or

                  (iii) result in the creation of any lien,  security  interest,
charge or encumbrance upon any of the properties or assets of the Company.

         (c) CONSENTS AND  APPROVALS.  No  authorization,  consent,  approval or
other order of, or  declaration to or filing with,  any  governmental  agency or
body (other than filings required to be made under applicable  federal and state
securities laws) is required for the valid  authorization,  execution,  delivery
and  performance  by the  Company  of  this  Agreement  or the  issuance  of the
Purchased  Shares that has not been  obtained or made.  The Company has obtained
all  other  consents  that are  necessary  to  permit  the  consummation  of the
transactions contemplated hereby.

         (d) SECURITIES LAWS. Based on the  representations  of the Investor set
forth in  SECTION 3 of this  Agreement,  the  offer,  sale and  issuance  of the
Purchased  Shares to the  Investor  hereunder  will not be in  violation  of the
registration  requirements  of the  United  States  Securities  Act of 1933,  as
amended (the "SECURITIES ACT").

         SECTION  3.  REPRESENTATIONS  AND  WARRANTIES  OF THE  INVESTOR  TO THE
                      COMPANY.

         The Investor  represents and warrants to the Company, as of the date of
this Agreement and as of the Closing date, as follows:

         (a) The  execution,  delivery and  performance  by the Investor of this
Agreement and issuance of the Purchased  Shares have been duly authorized by all
requisite  action  on the part of the  Investor.  This  Agreement  has been duly
executed  and  delivered by the  Investor  and  constitutes  a valid and binding
obligation of the Investor, enforceable in accordance with its respective terms.
The execution,  delivery and performance of this  Agreement,  and the compliance
with the provisions hereof and thereof by the Investor, will not:

                  (i)  materially   violate  any  provision  of  law,   statute,
         ordinance,  rule or regulation or any ruling, writ, injunction,  order,
         judgment  or  decree  of any  court,  administrative  agency  or  other
         governmental body;

                  (ii) materially  conflict with or result in any materal breach
         of any of the terms,  conditions or provisions of, or constitute  (with
         due notice or lapse of time, or both) a material  default (or give rise
         to any right of termination,  cancellation or  acceleration)  under any
         agreement, document, instrument, contract, understanding,  arrangement,
         note, indenture,  mortgage or lease to which the Investor is a party

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         or under which the  Investor or any of its assets are bound or affected
         or conflict with any  organizational or other governing document of the
         Investor; or

                  (iii) result in the creation of any lien,  security  interest,
         charge  or  encumbrance  upon any of the  properties  or  assets of the
         Investor.

         (b) The Investor  understands  and  acknowledges  that the offering and
sale of the Purchased Shares pursuant to this Agreement is intended to be exempt
from  registration  under the Securities Act, and from  qualification  under any
applicable  state securities law by virtue of Section 4(2) of the Securities Act
and Rule 506 of Regulation D thereunder,  on the ground,  among others,  that no
distribution  or public  offering of Purchased  Shares is to be effected and the
Purchased  Shares will be issued by the Company in connection with a transaction
that does not involve any public  offering within the meaning of Section 4(2) of
the Securities  Act, the rules and  regulations of the United States  Securities
and Exchange Commission  thereunder,  or any comparable  provision of applicable
securities  laws or the  rules and  regulations  of the  regulatory  authorities
thereunder.

         (c) The Investor will acquire the Purchased  Shares for  investment for
the account of the Investor and not for the account of any other person, and not
with  a  view  toward  resale  or  other  distribution   thereof.  The  Investor
understands  that  the  Purchased  Shares  have not been  registered  under  the
Securities  Act  and  applicable   United  States  state  securities  laws  and,
therefore,  cannot be resold unless they are  subsequently  registered under the
Securities Act and applicable  United States state  securities laws or unless an
exemption from such registration is available.  The Investor further understands
and agrees that,  until so registered or transferred  pursuant to the provisions
of Rule 144 under the  Securities  Act,  the  certificate(s)  for the  Purchased
Shares  shall bear a legend,  prominently  stamped or printed  thereon,  reading
substantially as follows:

         THESE   SECURITIES  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         APPLICABLE  STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
         ACQUIRED  FOR  INVESTMENT  AND  NOT  WITH  A  VIEW  TO  THEIR
         DISTRIBUTION  OR  RESALE,  AND MAY NOT BE SOLD,  PLEDGED,  OR
         OTHERWISE  TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
         STATEMENT FOR SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND
         APPLICABLE  STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL
         SATISFACTORY   TO  THE   COMPANY  TO  THE  EFFECT  THAT  SUCH
         REGISTRATION IS NOT REQUIRED.

         The Investor  understands and agrees that it is the Company's intent to
take action to  authorize  all of the  Company's  issued  stock,  including  the
Purchased  Shares,  to be tradable on an open market.  Investor  understands and
agrees,  however, that such actions may not be successful and, that Rule 144 may
not be available as a basis for exemption from registration.

         (d) The Investor,  during the course of this  transaction  and prior to
the purchase of the Purchased  Shares,  has had the opportunity to ask questions
of and receive answers from  representatives of the Company concerning the terms
and  conditions of the offering,  and to obtain any  additional  information  or
documents  relative to the  Company,  its  business  and an  investment,  as the
Investor has deemed necessary.  The Investor 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
Purchased Shares  hereunder,  the Investor has relied solely upon this Agreement
and independent  investigations made by the Investor.  The Investor acknowledges
that no  representations  or  warranties  have been made to the  Investor by the
Company, or any officer,  employee, agent or affiliate of the Company, except as
contained in this Agreement.

         (e) The Investor  understands  that the  offering of  Purchased  Shares
pursuant to this Agreement is limited solely to "accredited  investors," as that
term is  defined  in  Regulation  D  under  the  Securities  Act.  The  Investor
represents  and  warrants to the  Company  that the  Investor is an  "accredited
investor", as so defined, by

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virtue of the  Investor  meeting  the  criteria  checked by the  Investor on the
signature page hereto, and that the Investor's principal place of business is as
listed on the signature page hereto.

         (f) The  Investor  has the  capacity  to protect its own  interests  in
connection  with the  purchase  of the  Purchased  Shares.  The  purchase of the
Purchased  Shares by the  Investor is  consistent  with its  general  investment
objectives  and the  Investor  understands  that the  purchase of the  Purchased
Shares is a  speculative  investment  that  involves a high degree of risk.  The
Investor  can  bear  the  economic  risks of this  investment  and can  afford a
complete  loss  of  its  investment  in  the  Purchased  Shares.   The  Investor
understands that there is no established  market for the Company's capital stock
(including, without limitation, Common Stock) and there is no assurance that any
public market for such stock will develop.  The Investor has no present need for
liquidity in connection with its purchase of the Purchased Shares.

         (g) The Investor understands and acknowledges that the Purchased Shares
are  "restricted  securities"  under  United  States  securities  laws  and  any
purported  transfer of the Purchased  Shares in violation of  applicable  law is
null and void. The Investor  understands and acknowledges  that the Company may,
at its discretion,  refuse to register on its share transfer books any purported
transferee of the Purchased Shares in the event of an attempted transfer thereof
in violation of applicable law.

         SECTION 4.  INDEMNIFICATION.  The Investor agrees to indemnify and hold
harmless  the  Company  and its  affiliates  from and  against any and all loss,
liability,  claim, damage and expense whatsoever (including, but not limited to,
any  and  all  expenses  reasonably  incurred  in  investigating,  preparing  or
defending   against  any  litigation   commenced  or  threatened  or  any  claim
whatsoever)  arising  out of or based  upon:  (a) any false  representation  and
warranty of the Investor contained in this Agreement or any breach or failure by
the Investor to comply with any covenant  and/or  agreement made by the Investor
herein;   or  (b)  any  transfer  of  the  Purchased  Shares  contrary  to  such
representations and warranties or covenants and agreements.

         SECTION 5. TERMINATION.  Either party may terminate this Agreement upon
material  breach of this Agreement by the other party that has not been cured in
its entirety within five (5) business days after written notice thereof has been
provided to the breaching  party.  The parties  agree that a party's  failure to
consummate the Installment  Closings in accordance with the terms and conditions
of this Agreement constitute a material breach by such party of this Agreement.

         SECTION 6.  GENERAL PROVISIONS.

         (a)  REMEDIES.  In  case  any  one  or  more  of the  covenants  and/or
agreements  set forth in this  Agreement  shall have been  breached by any party
hereto,  the party  entitled to the benefit of such  covenants or agreements may
proceed to protect  and enforce  their  rights  either by suit in equity  and/or
action at law, including,  but not limited to, an action for damages as a result
of any such  breach  and/or  an  action  for  specific  performance  of any such
covenant or  agreement  contained  in this  Agreement.  The  rights,  powers and
remedies of the parties under this Agreement are cumulative and not exclusive of
any other  right,  power or remedy  which such  parties may have under any other
agreement or law. No single or partial assertion or exercise of any right, power
or remedy of a party hereunder shall preclude any other or further  assertion or
exercise thereof.

         (b)  SUCCESSORS  AND ASSIGNS.  Except as otherwise  expressly  provided
herein,  this  Agreement  shall bind and inure to the benefit of the Company and
the  Investor  and their  respective  permitted  successors  and  assigns.  This
Agreement may not be assigned by either party without the prior written  consent
of the other party.

         (c) ENTIRE  AGREEMENT.  This  Agreement  (including  any  schedules and
exhibits hereto) contains the entire agreement among the parties with respect to
the  subject  matter  hereof  and  supersedes  all  prior  and   contemporaneous
arrangements or understandings, whether written or oral, with respect thereto.

                                      -4-
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         (d) CHANGES.  The terms and  provisions  of this  Agreement  may not be
modified or amended,  or any of the  provisions  hereof  waived,  temporarily or
permanently,   except  pursuant  to  a  writing   executed  by  duly  authorized
representatives of the Company and the Investor.

         (e)  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts  and by the  different  parties on  separate  counterparts  each of
which,  when so executed  and  delivered,  shall be an original but all of which
together shall constitute one and the same instrument.

         (f) SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         (g) GOVERNING LAW; VENUE; JURISDICTION.  The corporate law of the State
of Nevada  will  govern all  questions  concerning  the  relative  rights of the
Company and the holders of its securities  (including,  without limitation,  the
Purchased Shares). All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in accordance
with the internal  laws of the State of Maryland,  without  giving effect to any
choice of law or  conflict  of law  provision  or rule  (whether of the State of
Maryland or any other jurisdiction) that would cause the application of the laws
of any  jurisdiction  other than the State of  Maryland.  The parties each agree
that venue for any dispute  arising under this Agreement  shall be proper in any
state  court  located in  Montgomery  County in the State of  Maryland or in the
United  States  District  Court for the  District  of  Maryland  (if a basis for
federal  jurisdiction exists) and each party hereby irrevocably waives any right
to object to the  maintenance  of a suit in such courts on the basis of improper
venue or of  inconvenience  of forum.  Each party  irrevocably  consents  to the
non-exclusive  jurisdiction  of any state court located in Montgomery  County in
the State of Maryland or in the United States District Court for the District of
Maryland (if a basis for federal jurisdiction exists).

         (h) WAIVER OF JURY  TRIAL.  The parties to this  Agreement  each hereby
irrevocably  waives,  to the fullest extent permitted by law, any right to trial
by jury of any  claim,  demand,  action or cause of action  arising  under  this
Agreement,  whether now existing or hereafter arising,  and whether in contract,
tort,  equity,  or  otherwise.   The  parties  to  this  Agreement  each  hereby
irrevocably agrees and consents that any such claim, demand,  action or cause of
action  shall be decided by court  trial  without a jury and that the parties to
this Agreement may file an original counterpart of a copy of this Agreement with
any court as written evidence of the consent of the parties hereto to the waiver
of their right to trial by jury.

         (i) FUTURE  TRANSACTIONS  [FOR  SIGNIFICANT  INVESTMENTS].  The Parties
agree that Investor may purchase additional shares of CDEX stock on the schedule
and at the price noted below:

         a.  On or before  ______________,  2003, Investor may purchase up to an
             additional  _________  shares of CDEX Class A Common Stock ("Second
             Phase  Stock") at a price per share of $______  and  subject to the
             same terms contained in this Agreement.

         b.  If Investor purchases additional Second Phase Stock noted above, on
             or before ________________, 2003 Investor may invest up to the same
             amount of funds used for the purchase of the Second Phase Stock for
             the  purchase  of  additional  shares of CDEX  stock at a price per
             share of $_______  and subject to the same terms  contained in this
             Agreement.

                                      -5-
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                                    * * * * *

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


                                            THE COMPANY:

                                            CDEX, INC.

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                            ADDRESS:

                                            CDEX, Incorporated
                                            1700 Rockville Pike, Suite 400
                                            Rockville MD 20852
                                            USA

                                            THE INVESTOR:

                                            [See Attached Signature Page]

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                                SIGNATURE PAGE TO
                             SUBSCRIPTION AGREEMENT

By  execution of this  Signature  Page,  the Investor  agrees to be bound by the
provisions of this Agreement and authorizes the Company to append this Signature
Page to a counterpart of the Agreement as evidence thereof.  Pursuant to SECTION
3(E) of the Agreement, the undersigned represents and warrants that the Investor
is an  "accredited  investor" (as such term is defined in Regulation D under the
Securities Act) by reason of the  qualifications  described opposite the checked
box(es) set forth below.

[SIGNATURE BLOCK]

By:



Address:



Telephone No: ________________________________


THE INVESTOR IS AN "ACCREDITED INVESTOR" BY VIRTUE OF THE INVESTOR BEING:


_________         (1) a natural  person  (not an entity)  whose  individual  net
                  worth, or joint net worth with his or her spouse,  exceeds one
                  million dollars ($1,000,000);

_________         (2) a natural person (not an entity) who had individual income
                  in excess of two hundred thousand  dollars  ($200,000) in each
                  of 2001 and 2002 and has a  reasonable  expectation  of having
                  individual  income in excess of two hundred  thousand  dollars
                  ($200,000) in 2003;

_________         (3) a natural person (not an entity) who had joint income with
                  his or her spouse in excess of three hundred  thousand dollars
                  ($300,000)  in each  of 2001  and  2002  and has a  reasonable
                  expectation of having a joint income with his or her spouse in
                  excess of three hundred thousand dollars ($300,000) in 2003;

_________         (4) a trust,  with  total  assets in  excess  of five  million
                  dollars  ($5,000,000),  not formed for the specific purpose of
                  acquiring the Purchased Shares,  which is directed by a person
                  who  has  such  knowledge  and  experience  in  financial  and
                  business  matters that he or she is capable of evaluating  the
                  merits and risks of an investment in Company;

_________         (5) a corporation, Massachusetts or similar business trust, or
                  a  partnership,  each  with  total  assets  in  excess of five
                  million  dollars  ($5,000,000),  which was not  formed for the
                  specific purpose of acquiring the Purchased Shares; or

_________         (6) any entity in which all of the equity owners meet at least
                  one of the criteria set forth in  categories  (1) through (5),
                  above.