FOURTH WAIVER AND AMENDMENT
                           ---------------------------

     This FOURTH WAIVER AND AMENDMENT ("Amendment") is made effective the 1st
day of June, 2009, by and between CDEX Inc., a Nevada corporation ("Company"),
and GEMINI MASTER FUND, LTD., a Cayman Islands company ("Holder").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, pursuant to that certain Securities Purchase Agreement
("Purchase Agreement") dated as of June 25, 2008 by and between the Company and
the Holder, on or about such date the Company sold and issued to the Holder (i)
a 12% Senior Convertible Note ("Note"), which Note is convertible into shares of
common stock of the Company, $0.005 par value per share ("Common Stock"), and
(ii) a Common Stock Purchase Warrant to purchase up to 2,717,391 shares of
Common Stock ("Warrant");

          WHEREAS, by agreements dated December 18, 2008 and February 1 and May
1, 2009, entitled Waiver and Amendment ("First Amendment"), Second Waiver and
Amendment ("Second Amendment") and Third Waiver and Amendment ("Third
Amendment"), respectively, the Transaction Documents were amended; capitalized
terms used herein but not otherwise defined herein shall have the meanings set
forth in the Purchase Agreement, the Note, the Warrant, the First Amendment, the
Second Amendment, or the Third Amendment as the case may be: and

          WHEREAS, the Company wishes to extend the Extended Waiver Period
without the anti-dilution adjustments applying as set forth in the Transaction
Documents in certain circumstances and to delay payments to Holder for interest
and Monthly Redemption Amounts due on and from June 1, 2009 through and
including October 1, 2009 under the Note and subsequent amendments until October
1, 2009.

          NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. Subsequent Issuance Waivers--Common Stock Issuances. Notwithstanding
anything contained in the Transaction Documents, including the First, Second and
Third Amendments thereto, the Extended Waiver Period defined in the Second
Amendment is hereby extended until October 1, 2009.

     2. January, February, March, April, May, June and July Monthly Redemption.
The Holder hereby agrees that the Company, at its option, may delay payment of
the interest and Monthly Redemption Amounts which have not previously been
converted to Common Stock due on June 1, 2009, July 1, 2009, August 1, 2009 and
September 1, 2009 until October 1, 2009 (in which case on October 1, 2009 the
Company shall pay the Monthly Redemption Amounts due on June 1, 2009 and the
payments due on July 1, August 1, September 1 and October 1, 2009, i.e., a total
of $517,984.00, consisting of $447,240.42 principal and $70,743.58 interest
accruing under the Note from March 16, 2009 through October 1, 2009). The Holder
at its option may at any time and from time to time convert any or all of said
$517,984.00 in principal and interest under the Note into Common Stock of the

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Company at a conversion price equal to $0.10 per share. The Company shall give
the Holder at least 5 days prior written notice of any early payment of any
portion of such amount, in which case such amount elected to be prepaid shall be
due and payable on such early payment date elected.

     3. Exercise Price Reduction. In consideration for the waivers and
extensions granted by the Holder herein, the Exercise Price under the Warrant is
hereby reduced to $0.15 effective as of the date hereof. Promptly following the
date hereof the Company shall replace the existing Warrant with a new Warrant
identical in all respects except with the reduction of the Exercise Price as set
forth herein.

     4. Rule 144. The Company acknowledges and agrees that, for purposes of Rule
144 promulgated under the Securities Act of 1933, as amended ("Securities Act"),
the holding period for the shares of Common Stock issuable upon conversion or
cashless exercise of, or otherwise pursuant to, the Note and/or Warrant, shall
have commenced on June 25, 2008 (the date of original issuance of the Note and
the Warrant), notwithstanding this Amendment. Without limiting the foregoing, if
at any time it is determined that such holding period does not relate back to
such date, the Company will promptly cause the registration of all such
underlying shares under the Securities Act (without regard to any beneficial
ownership or issuance limitations contained in the Note and/or Warrant). In
connection with any registration of shares of Common Stock pursuant to this
Section, the Company and the Holder shall enter into a registration rights
agreement containing customary and reasonable provisions regarding the
registration of securities under the Securities Act.

     5. Disclosure. To the extent the transactions contemplated by this
Amendment constitute material non-public information concerning the Company or
are otherwise required to be publicly disclosed under the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder, the Company
shall, within three (3) business days following the date hereof, issue a press
release and/or Current Report on Form 8-K disclosing the material terms of the
transactions contemplated hereby. The Company and the Holder shall consult with
each other in issuing any other press releases with respect to the transactions
contemplated hereby.

     6. Miscellaneous.

          (a) Full Force and Effect. Except as otherwise expressly provided
     herein, each of the Purchase Agreement, the Note, the Warrant, the First
     Amendment, the Second Amendment, the Third Amendment and the other
     agreements and transactions contemplated thereby ("Transaction Documents")
     shall remain in full force and effect. Except for the waiver and
     modifications contained herein, this Amendment shall not in any way waive
     or prejudice any of the rights or obligations of the Holder or the Company
     under the Transaction Documents, under any law, in equity or otherwise, and
     such modifications shall not constitute a waiver or modification of any
     other provision of the Transaction Documents nor a waiver or modification
     of any subsequent default or breach of any obligation of the Company or of
     any subsequent right of the Holder.

          (b) Governing Law. This Amendment shall be governed by and construed
     in accordance with the internal laws of the State of New York.

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          (c) Counterparts. This Amendment may be executed in any number of
     counterparts, each of which will be deemed an original, but all of which
     together will constitute one and the same instrument. This Amendment may be
     executed by facsimile or by email of a digital image format or portable
     document format of the signature page hereto.


     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed effective the date first written above.

                                    CDEX INC.

                                    By:
                                    --------------------------------------------
                                    Name:  Malcolm H. Philips, Jr.
                                    Title: CEO
                                    Date:  June 5, 2009


                                    GEMINI MASTER FUND, LTD.
                                    By:    GEMINI STRATEGIES, LLC,
                                           as investment manager


                                           By:
                                    --------------------------------------------
                                           Name:  Steven Winters
                                           Title: President
                                           Date:  June 5, 2009



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