EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  is entered  into as of  ____________  (the
"EFFECTIVE  DATE"),  by  and  between  CDEX-Inc.,   a  Nevada  corporation  (the
"COMPANY"), and _________________. (the "EMPLOYEE").

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

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

3.       SERVICES  OF THE  EMPLOYEE.  The  Employee  shall  serve  initially  as
______________  and, as the needs of the Company dictate,  in other positions as
directed by the Company. The Employee shall faithfully perform such services for
the  business and affairs of the Company (the  "SERVICES").  The Employee  shall
devote his best and exclusive  efforts and attention to the  performance  of the
Services and shall expend such time as may be required to perform the  Services.
The Employee shall not perform  services for  compensation  for any other entity
except the Company  during the term of this  Agreement,  except with the express
written consent of the Company.

4.       PLACE OF  PERFORMANCE.  The Employee  shall be  initially  based at the
Washington DC area office. If the Company requires movement to an office greater
than fifty (50) miles from the Washington DC area, it will provide Employee with
reasonable moving expenses.

5.       SALARY.

         5.1. SALARY.  Employee's  annual salary shall be  $______________  (the
"SALARY").  The Company shall review the Salary on an annual  basis.  The Salary
shall be payable in equal monthly  installments,  or in installments as required
by applicable State law. To the extent that the financial posture of the Company
is such that paying the full monthly installment to Employee would not be in the
Company's best interest,  at the option of the Company,  monthly compensation in
excess of $8,000 may be deferred  until the end of the then current  fiscal year
and paid in cash or paid in  restricted  stock or stock  options of the Company.
Such stock of the Company shall be subject to all  applicable  federal and state
laws,  rules and  regulations  related to  restricted  stock.  The Company shall
impose no other  restrictions  in relation to such  restricted  stock except for
those that arise by application  of federal or state laws,  rules or regulations
relating to such restricted stock.

<PAGE>

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

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

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

         5.5  EQUITY  PARTICIPATION.  Pursuant  to this  Agreement,  ___________
shares of restricted  common stock of the Company (the "INITIAL  STOCK") will be
issued to Employee,  subject to the  graduated  repayment  provisions  set forth
below.  The  Employee  agrees to  comply  strictly  with all legal  requirements
regarding the stock,  including  those related to  distribution of the stock and
restrictions associated with the stock.

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

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

                          (b) if termination  occurs after ___________ but prior
to  ___________the  Employee  shall repay  thirty  percent  (30%) of the Initial
Stock;

                          (c) If termination  occurs after  _________________but
prior to  ____________the  Employee  shall repay  fifteen  percent  (15%) of the
Initial Stock;

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

                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


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

                                       3
<PAGE>

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

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

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

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

9.       OWNERSHIP OF INTELLECTUAL PROPERTY.

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

                                       4
<PAGE>

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

         10.2. THE INTELLECTUAL  PROPERTY. In connection with this Agreement and
the performance of the Services,  the Employee acknowledges that there may exist
now  or may  exist  in  the  future  trade  secrets,  confidential  information,
technical information,  know-how,  inventions,  patents, discoveries (whether or
not  patentable),  copyrights,  trademarks,  service  marks,  techniques,  data,
systems,  methods,  processes,  improvements,  developments,  enhancements,  and
modifications,  whether  oral or  written,  or in  recorded  form,  tangible  or
intangible,  and  other  proprietary  rights,  which  are or  may be  conceived,
developed,  designed or otherwise created, modified or improved by the Employee,
in whole or in part,  or which the  Employee may receive,  produce,  obtain,  or
learn about,  in whole or in part, in  connection  with the  performance  of the
Services or  relating  in any way or manner to, or arising out of, the  Business
and the  operations of the Company during the term of this  Agreement,  or which
the  Employee  may  develop or make from or by reason of  knowledge  gained from
employment (collectively, the "INTELLECTUAL PROPERTY"). The Employee agrees that
all rights, title and interest in and to the Intellectual  Property shall belong
to the Company and shall be  considered  as "work made for hire".  The  Employee
shall make prompt and  complete  disclosure  from time to time to the Company of
all  Intellectual  Property  developed  by the  Employee,  either  solely  or in
conjunction with others.

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

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

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<PAGE>

11.      DEFAULT.  The Employee  acknowledges that many of the provisions herein
are of a special and unusual character that have and will have a unique value to
the Company, the loss of which cannot adequately be compensated in damages in an
action at law. Any violation or attempted violation of any provisions of Section
9, Section 10 or any  provisions  of any of the CDEX  Agreements by the Employee
shall be deemed to be a material breach of this  Agreement.  The Employee hereby
agrees to  indemnify,  defend and hold  harmless  the  Company  from any and all
claims,  losses,  actions,   injuries,   damages,  fines,  penalties,  or  other
liabilities,  including  but not limited to loss of profits  and other  economic
losses, attorneys' fees and court costs, resulting from or related to a material
breach of this Agreement by the Employee.

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

         11.2.  REMEDIES  AVAILABLE.  Subject to the requirement for arbitration
under Section 12, nothing  herein shall be construed as prohibiting  the Company
from  pursuing  any  remedies,  both  federal  and  state,  legal or  equitable,
available to the Company for any breach or threatened breach by the Employee.

         11.3.  RECOVERY OF COSTS. In the event that any  enforcement  action is
taken by  either  party  hereunder,  including  filing  an action in court or in
arbitration,  the prevailing  party shall be entitled to recover from the losing
party its costs and expenses, including its reasonable attorneys' fees and court
costs.

12.      ARBITRATION.  Any failure to perform,  controversy or claim arising out
of or relating to this Agreement or the breach, termination or validity thereof,
other than an action for equitable  relief,  shall be determined  exclusively by
arbitration  in  accordance  with  the  provisions  of  this  Section  12 and in
accordance  with  the  rules  of  the  American   Arbitration   Association  for
arbitrating  commercial  matters.  The arbitration  shall be held in Washington,
D.C., the surrounding  metropolitan area of Maryland,  or such other location as
the parties shall  mutually  agree.  The  arbitrators  shall base their award on
applicable Maryland law and judicial precedent,  and shall accompany their award
with  written  findings  of fact and  conclusions  of law.  The  decision of the
arbitrators shall be binding on the parties, except that either party may appeal
the arbitrators'  decision by filing an action to reconsider the decision of the
arbitrators  in a court having  jurisdiction  hereunder.  In any such action the
arbitrators'  findings of fact shall be  conclusive  and binding on both parties
and the sole questions to be determined by the court shall be (i) whether or not
the arbitrators'  decision was contrary to Maryland law and judicial  precedent,
and (ii) if the court determines that the arbitrators'  decision was contrary to
Maryland  law and  judicial  precedent,  then how the dispute  shall be resolved
based on the  arbitrators'  findings  of facts  and  Maryland  law and  judicial
precedent.  The decision of the court as to the  resolution of the dispute under
Maryland law and judicial  precedent shall supercede the

                                       6
<PAGE>

arbitrators' decision.  Judgment upon the award rendered by the arbitrators,  as
modified  by the  court,  if  applicable,  may be  entered  in any court  having
jurisdiction in accordance herewith.

         12.1 SELECTION OF ARBITRATORS.  An arbitrator shall be selected by each
of the parties,  and the arbitrators shall mutually select another arbitrator to
serve  with  them  so  that  there  shall  be  an  odd  number  of  arbitrators.
Alternatively,  the  parties  may  agree to  accept a  single  arbitrator  to be
mutually  agreed  upon by the  parties.  Each  person  serving as an  arbitrator
hereunder  shall be a  professional  with  excellent  academic and  professional
credentials  who has had  experience  as an  arbitrator  and at least  ten years
experience  in the field of  resolving  commercial  disputes  in the  Washington
Metropolitan area.

         12.2 DISCOVERY. Each party shall, upon the written request of the other
party,  provide the other with copies of documents relevant to the issues raised
thereby.  Other  discovery may be ordered by the  arbitrators  to the extent the
arbitrators deem additional  discovery  appropriate,  and any dispute  regarding
discovery,  including disputes as to the need therefor or the relevance or scope
thereof,  shall be determined by the arbitrators,  which  determination shall be
conclusive.

         12.3 ARBITRATION EXPENSES.  All expenses and fees of the arbitrator and
expenses for hearing facilities, stenographers,  including reasonable attorneys'
fees and the costs of expert  witnesses,  and other expenses of the  arbitrators
shall  be  borne  by the  non-prevailing  party;  provided,  however,  that  the
arbitrators  may  allocate a portion of such  expenses to the other party if the
arbitrators  believe  such a measure is  justified by the conduct of the parties
during the arbitration.

         12.4  CONFIDENTIALITY  OF  PROCEEDINGS.   The  arbitration  proceedings
conducted  pursuant hereto shall be  confidential.  Neither party shall disclose
any  information  about the  evidence  adduced  by the other in the  arbitration
proceeding  or about  documents  provided  by the other in  connection  with the
proceeding  except  in the  course  of a  judicial,  regulatory  or  arbitration
proceeding or as may be requested by a governmental authority. Before making any
disclosure permitted by the preceding sentence, the party intending to make such
disclosure shall give the other party reasonable  written notice of the intended
disclosure and afford the other party opportunity to protect its interests.  The
arbitrators,  expert witnesses and stenographic reporters shall sign appropriate
nondisclosure agreements in order to effectuate this agreement of the parties as
to confidentiality.

         12.5 EQUITABLE RELIEF. Notwithstanding anything herein to the contrary,
any action brought by the Company for injunctive relief or specific  performance
is not subject to the requirements for arbitration hereunder,  and may be sought
in any court having  jurisdiction in accordance  herewith  without  resorting to
arbitration.

13       MISCELLANEOUS.

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

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<PAGE>

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

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

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

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

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

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

         13.8  HEADINGS.  Section  and  subsection  headings  contained  in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for

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<PAGE>

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

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

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

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

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



                            CDEX-Inc.

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


                            Employee:

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

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<PAGE>


                              EMPLOYMENT AGREEMENTS
                                    EXHIBIT A


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

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

                                       10