Exhibit 10.1

                             Distribution Agreement




                                     Between



                            Decatur Electronics, Inc.
                             An Illinois Corporation


                                       And


                                   CDEX, Inc.
                              A Nevada Corporation



                                        1
<PAGE>



                              TABLE OF CONTENTS
                                                                           PAGE
                                                                           ----
 1.0     THE AGREEMENT                                                       3

 2.0     THE APPOINTMENT                                                     3

 3.0     AGREEMENTS FOR SUPPLYING PRODUCT                                    3

 4.0     SALES POLICIES, PRICING AND TERMS OF PURCHASE                       5

 5.0     INTELLECTUAL PROPERTY AND MARKETING                                 6

 6.0     NON-DISCLOSURE AGREEMENT                                            7

 7.0     SUB-DISTRIBUTORS AND MARKET SEGMENTS                                7

 8.0     DEMO UNIT SUPPORT                                                   8

 9.0     TERMS AND TERMINATION                                               8

10.0     MISCELLANEOUS                                                       9

11.0     NOTICES                                                            10

12.0     WARRANTY OF AUTHORITY                                              11

                                        2
<PAGE>


SECTION I - THE AGREEMENT
-------------------------

1.1      THIS AGREEMENT (the "Agreement") is made and entered into on February
         16, 2009 (the "Effective Date") by and between CDEX , Inc. with offices
         at 4555 S. Palo Verde, Suite 125, Tucson, Arizona 85714, referred to in
         this document as the ("Manufacturer"), and Decatur Electronics, Inc.,
         with offices at 715 Bright Street, Decatur, Illinois 62522, referred to
         in this document as the ("Distributor" or "Decatur"). Collectively they
         will be referred to as the Parties.

1.2      The Manufacturer is the owner and Manufacturer of illicit drug
         detection products (the "Products") and has the right to exclusively
         market the Products.

1.3      A description of the Products which are the subject of this Agreement
         are listed on Schedule B attached to this Agreement and may be amended
         from time to time as necessary, in a writing signed by both Parties.

1.4      The Parties hereto are desirous of entering into this Agreement whereby
         the Distributor shall be a "Master Distributor" (as defined below) of
         the Products.

1.5      Definitions

         1.5(a). "Master Distributor" shall mean that the Distributor shall have
exclusive rights in the United States and Canada, subject to any existing U.S.
distribution agreements (as described in Section 7.3 below), which shall not be
renewed by Manufacturer, and non-exclusive rights in all other countries to
distribute the products in their Market Segments (as defined below).

         1.5(b). "Market Segments" shall mean law enforcement, military/
         Department of Defense, homeland security, jail and prison market
         segments. The law enforcement segment includes law enforcement agencies
         and police forces at the national, state/provincial, and local levels,
         including school police.


SECTION II - THE APPOINTMENT
----------------------------

2.1      Subject to the terms and conditions in this Agreement, Manufacturer
         appoints the Distributor the rights to distribute the Products
         worldwide.

2.2      A press release and market announcement announcing the distribution
         relationship between the Parties shall be released no later than
         February 20, 2009. Such press release and market announcement shall be
         issued only upon mutual agreement of the Parties.

SECTION III - AGREEMENTS FOR SUPPLYING PRODUCT
----------------------------------------------

3.1      Manufacturer agrees to:

                                        3
<PAGE>

         3.1(a). Advise the Distributor on a monthly basis with regard to
Product information, specifications, performance, delivery, Products and service
information and notify the Distributor of updates for the Products or inform
Distributor of all new Products.

         3.1(b). Keep confidential any pricing terms or arrangements with the
Distributor and shall not reveal such terms or arrangements to any retailers or
distributors of the Distributor.

         3.1(c). Provide operational specifications and instructions with
respect to the Products and their use.

         3.1(d). Supply a certificate of conformance to specifications for each
Product shipped to Distributor.

         3.1(e). Provide a twelve (12) month Limited Warranty on the ID2 Meth
Scanner Product as stated in Schedule A attached to this Agreement. Warranty
terms on future products that are distributed under the terms of this Agreement
shall be discussed by the Parties and negotiated in good faith.

         3.1(f). Provide a renewable Extended Warranty on the ID2 Meth Scanner
for one (1) year at $ ____. The Extended Warranty will be offered for as long as
the Product is commercially available.

         3.1(g). Fulfill its Warranty (See Schedule A) obligations by carrying
out, in a reasonable manner and at its option, the repair or replacement of any
defective parts of the Product, provided that the Product is used in conformity
with Manufacturer's instructions. All customer service issues that are passed
through to Manufacturer during the life of the Warranty (and the Extended
Warranty, if applicable) of the serialized Product will be coordinated with
Distributor's customer service department and reports provided to Distributor
regarding solutions and product enhancements/fixes.

         3.1(h). Ensure technical support is available to the Distributor in the
form of an individual or individuals who is/are accessible during normal
business hours to answer the Distributor's questions and is capable of assisting
the Distributor.

         3.1(i). Provide customer service training to Distributor's customer
service department at a mutually agreed upon time and place for initial and
minimum customer service issues that customers may have regarding the Products.

         3.1(j). Have training material available to the Distributor in order
for technicians and salesmen of the Distributor to explain critical details of
the Product.

         3.1(k). Provide training to the Distributor's sales team under mutually
agreed terms and conditions.

         3.1(l). Share all new performance data and suggestions for sales
literature as developed.

                                        4
<PAGE>

3.2 Distributor agrees to:

         3.2(a). Market the Product(s) in good faith, utilizing all of its
marketing, sales and customer services resources, in a manner equivalent to the
Distributor's existing core products, including direct sales, the use of
sub-distributors, catalogs, promotions, trade shows, web marketing, advertising,
public relations, and any other means of marketing.

         3.2(b). Provide sales forecasts beginning ninety (90) days after the
Effective Date and every ninety (90) days going forward.

         3.2(c). Follow up in a diligent and timely manner any sales leads
generated by the Manufacturer and forwarded to the Distributor.

         3.2(d). Develop marketing materials based on the Manufacturer's
marketing and technical data with the Manufacturer reviewing and approving all
Decatur materials for technical accuracy prior to release.


SECTION IV - SALES POLICIES, PRICING AND TERMS OF PURCHASE
----------------------------------------------------------


4.1  All prices and payments shall be in United States of America funds net
     thirty (30) days from invoice date, which is shipping date, F.O.B. factory
     to Distributor unless otherwise agreed upon by Manufacturer.

4.2  Manufacturer shall sell to the Distributor and the Distributor shall
     purchase Manufacturer's Products under the following conditions:

           i.     First _____ ID2 Meth Scanners:      $_______ each

          ii.     Second ____ ID2 Meth Scanners:      $_______ each

         iii.     Third ____ ID2 Meth Scanners:       $_______ each

          iv.     The Parties shall negotiate a price in good faith if
                  Distributor purchases more than ____ ID2 Meth Scanners over
                  the course of the Agreement.

4.3  Any additional Products included under this Agreement shall have the
     pricing terms set forth in a subsequent writing signed by both Parties.

4.4  Upon receipt of a purchase order, Manufacturer shall pay to ship the order
     to Distributor by the most economical means for re-packaging. Decatur shall
     pay to ship the product to customer.

4.5  Manufacturer shall ship the ID2 Meth Scanner in the Serpac 520 "pelican"
     case or a case of substantially similar quality.

                                        5
<PAGE>

4.6 Distributor may repackage and ship products in any manner of their choosing,
including the use of Decatur packaging. Any damage done during shipment to
customers shall be the responsibility of Decatur and its shipper.

4.7 All Products will be serialized and documented for tracking by Manufacturer
and Decatur.

4.8 Manufacturer and Decatur agree to a co-branding strategy for the ID2 Meth
Scanner and all future Products covered by this Agreement.

4.9 The Extended One (1) Year Warranty that Manufacturer will provide for the
ID2 Meth Scanner must be purchased by the customer prior to the expiration of
the standard twelve month Warranty. Decatur will receive ten percent (10%)
commission for an Extended One (1) Warranty.

4.10 Customer will pay for the shipping to Manufacturer for service under the
Warranty. Manufacturer will pay for the return shipping back to the customer
within the continental U.S.A., after service work is completed.

4.11 Manufacturer will provide a five working day turn-around for standard
warranty work.

4.12 Non-warranty work will be billed to the customer at $____ per hour plus
     parts at cost plus ______ percent. $____ per hour of labor billed to the
     customer will be paid to Decatur. The customer will pay shipping both ways
     on non-warranty work.


SECTION V - INTELLECTUAL PROPERTY
---------------------------------

5.1  The Distributor shall use Manufacturer's Trademarks only in connection with
     Manufacturer's Products and shall not obtain or register any corporate or
     business name, which includes any Trademarks or Patents of Manufacturer.
     The Distributor shall not adopt or use any mark similar to the Trademarks
     of Manufacturer.

5.2  The Distributor shall not assert nor acquire, nor attempt to acquire, any
     rights or interest in or to any of Manufacturer's Patents, Trademarks or
     Copyrights in any country, unless given permission in writing by
     Manufacturer.

5.3  Upon termination of this Agreement, the Distributor shall immediately cease
     all use of the Trademarks and Manufacturer's copyrights.

5.4  Decatur and Manufacturer will work jointly to procure legal and
     governmental approvals where appropriate. Decatur will assure development
     of positive case law and court acceptance of the Product's capabilities
     with support from Manufacturer on the issues of science.

5.5  Manufacturer has conducted extensive testing on the ID2 Meth Scanner, both
     internally and in the field with real drug samples. Manufacturer will
     cooperate with Decatur and customers to conduct additional tests as needed.

                                        6
<PAGE>

     Decatur will refer all requests for new tests to Manufacturer for approval
     and design of protocols. Manufacturer and/or Decatur will supervise all
     testing and formal reports will be written and disseminated only with joint
     approval of Manufacturer and Distributor.


SECTION VI - NON-DISCLOSURE AGREEMENT
-------------------------------------

6.1       Any and all knowledge and information of a confidential or proprietary
     nature related to Manufacturer, its equipment designs, manufacturing
     techniques and formulas, product development know-how, sales and
     distribution confidential data or its operations in general which the
     Distributor may acquire from Manufacturer or may develop through, or as a
     result of, discussions with Manufacturer, its employees, consultants or
     representatives, are deemed to be trade secrets and shall not be disclosed
     by the Distributor its employees and agents, to any individual, firm,
     government entity, or corporation of any nature or for any reason, without
     the express written consent of Manufacturer for a period of three (3) years
     after termination of the Agreement.

6.2       For the purpose of this section all information not publicly known
     shall be considered to be confidential.


SECTION VII - SUB-DISTRIBUTORS AND MARKET SEGMENTS
--------------------------------------------------

7.1      Manufacturer will continue its market development work. Nothing in this
         Agreement shall prevent the Manufacturer from continuing to sell
         directly and add distributor/representatives for non-designated market
         segments. These include, but are not limited to: home inspection, meth
         lab remediation, hotel/motel, and car dealers.

7.2      All sales leads for Decatur's Market Segments in the United States and
         Canada will be forwarded to Decatur.

7.3      Decatur acknowledges that a number of U.S. distributor/representatives
         have purchased one or more ID2 Meth Scanners and have signed
         non-exclusive, one-year agreements ("Distribution Agreements") with
         Manufacturer. A list of such distributors is attached to this Agreement
         as Schedule C. Manufacturer agrees that it will not renew any of the
         current Distributor Agreements without Distributor's approval and
         Manufacturer shall take all steps necessary under such Distribution
         Agreements to cancel the Distribution Agreements at the end of their
         one-year term. Upon signing of the Agreement by both Parties,
         Manufacturer will contact current Distributors to announce this
         Agreement and encourage them to negotiate a new agreement with Decatur.

7.4      Manufacturer shall allow and provide support to Distributor to
         negotiate on a best efforts basis new distribution agreements with the
         current distributors.

                                        7
<PAGE>

7.5      Manufacturer will allow the current distributors to terminate their
         current Distribution Agreements if they do so in writing.

7.6      During the life of the agreement with Decatur, Manufacturer will not
         add any additional distributors for the defined Market Segments in the
         United States and Canada without the agreement of Decatur.

7.7      The Distributor shall have the right to set up sub-distributors, as it
         deems necessary. Distributor agrees to provide a copy of all
         sub-distributor agreements to Manufacturer within thirty (30) days of
         said agreements being signed.

7.8      Decatur shall be allowed to market and sell on a non-exclusive basis
         into its international distribution channels, including SONIC,
         Panoptech, TransVisual Media and all related Bowmer & Kirkland law
         enforcement, military, defense, homeland security, prisons, jails and
         government channels of the international market including through and
         with its brokers and distributors.

SECTION VIII - DEMO UNIT SUPPORT
--------------------------------

8.1   Distributor shall purchase and pay for ten (10) demo ID2 Meth Scanners for
$_______ each for a total cost of $_______ upon signing the Agreement. The
initial demo ID2 Meth Scanners will be the current model with flat black casing.

8.2   When the "B" version of the ID2 Meth Scanner is available, the ten (10)
demo units shall be replaced by Manufacturer with the new "B" version at no
charge to the Distributor. Manufacturer shall pay for shipment of the ten (10)
"B" version scanners to Distributor. Distributor shall pay to ship the ten (10)
original demo scanners back to CDEX.

SECTION IX - TERMINATION
------------------------

9.1      The term of this Agreement shall continue in full force and effect for
         three (3) years from the date of its execution, and shall be
         automatically renewed for additional one (1) year periods unless
         canceled by either Party in writing as provided herein.

9.2      Manufacturer reserves the right to terminate this Agreement without
         notice if the Distributor becomes insolvent.

9.3      The Distributor reserves the right to terminate this Agreement without
         notice if the Manufacturer becomes insolvent.

9.4      In the event that one Party materially breaches the terms of this
Agreement, the other Party shall provide written notice to the breaching Party.
The breaching Party shall have ten (10) days to cure the breach. If the breach
has not been cured within ten (10) days from the receipt of the notice, the
non-breaching Party has the right to terminate this Agreement by providing
notice to the breaching Party of the termination. In such an event, this
Agreement shall be terminated upon the receipt of notice by the breaching Party
as set forth in Section XI below.

                                        8
<PAGE>

9.5      Upon termination of the agreement for any reason, Distributor will pay
all outstanding invoices from Manufacturer within fifteen (15) days of
termination. Distributor will be responsible for selling its remaining inventory
of Products. Distributor may cancel any outstanding orders which have not been
shipped by Manufacturer by written notice. Manufacturer will complete all
pending warranty work and Distributor will agree to forward any new warranty
claims to Manufacturer for processing.

SECTION X - MISCELLANEOUS
-------------------------

10.1 Non-Assignability. Neither this Agreement nor any rights, duties and
         obligations covered by this Agreement are transferable or assignable,
         without the written consent of Manufacturer, which consent shall not be
         unreasonably withheld.

10.2 Waiver of Default.
         10.2(a). The failure of either Party at any time to take action against
         the other Party, or the failure of either Party to terminate this
         Agreement as provided above, shall not affect either Party's right to
         require the full performance of this Agreement at any time thereafter.

         10.2(b). The waiver by either Party of a breach of any provision of
         this Agreement shall not constitute the waiver of any subsequent breach
         thereof or as a waiver of the provision itself.

10.3 Modification.
         10.3(a). No renewal or termination hereof, or modification or waiver
of any of the provisions herein, or any future representation, shall be binding
upon the Parties, unless made in writing by an authorized officer of both
parties.

         10.3(b). A mere acknowledgment or acceptance of any order inconsistent
         with the terms of this Agreement or the making of deliveries pursuant
         thereto, shall not be deemed an acceptance or approval of such
         inconsistent provisions.

10.4 Arbitration. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration administered by
the American Arbitration Association in accordance with its Arbitration Rules
and judgment of the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.

10.5 Scope of the Agreement.

         10.5(a). This Agreement constitutes the entire Agreement between
         Licensor and the Distributor and supersedes all prior and
         contemporaneous agreements between the Parties. Only an instrument in
         writing signed by both Parties that expressly refers to this Agreement
         may amend this Agreement.

                                        9
<PAGE>

         10.5(b). Neither Party is relying upon any warranties, representations
         or inducements not set forth in this Agreement.

10.6 Independent Contractor. The Parties agree that the Distributor is an
         independent contractor in accordance with the terms and conditions of
         this Agreement, and not an employee, legal representative, agent or
         partner of Manufacturer for any purpose whatsoever.

10.7 Governing Law. This Agreement and all questions arising here under shall be
governed and interpreted by the laws of the State of Delaware.

10.8. Impracticability of Performance.
         10.8(a). The Parties agree that this Agreement may be terminated at any
time without liability of one Party as against the other if the situation among
nations renders the performance impracticable or impossible.

         10.8(b). Rights and obligations of the Parties previously accrued under
         this Agreement shall not be affected by termination under this section.

10.9. Time. Time is of the essence in this Agreement.

10.10 Plurality. All uses of the singular include the plural and the use of the
plural includes the singular.


SECTION XI- NOTICES
-------------------

11.1     All notices and other communications permitted or required by this
         Agreement shall be in writing and shall be personally delivered, or
         sent through a government recognized Postal Service, or any official
         successor thereto (or the nearest functional equivalent thereto outside
         North America), designated as registered or certified mail, return
         receipt requested and addressed as provided below or sent by email,
         telegram, telex, telefax or telecopier.

11.2     Notices delivered in person shall be effective upon the date of
         delivery.

11.3     Notices delivered by mail shall be effective upon the receipt thereof
         by the addressee, but not later than five (5) calendar days subsequent
         to the postmark date, whichever is earlier.

11.4     Notices by telefax and telecopier shall be effective upon the date of
         receipt.

11.5     Rejection or the refusal to accept or the inability to deliver because
         of a change in address of which no notice was given shall be deemed to
         be receipt of the notice sent by mail as of the 5th calendar day
         subsequent to the postmark date.

11.6     By giving to the other Party at least thirty (30) days' notice, any
         Party shall have the right from time to time, and at any time while
         this Agreement is in effect, to change their respective addresses.

                                       10
<PAGE>

11.7     Each Party shall have the right to specify as the address, any other
         address.

               (i) If intended for Manufacturer, to:
               CDEX, Inc. 4555 S. Palo
               Verde
               Suite 123
               Tucson, Arizona 85714
               Attention: __________________

               (ii) If intended for Distributor, to:
               Decatur Electronics, Inc.
               715 Bright Street
               Decatur, Illinois 62522
               Attention: ___________________

               And Decatur's attorney:

               Janathan L. Allen, APC
               104 West Grand Avenue
               Escondido, CA 92025


SECTION XII- WARRANTY OF AUTHORITY
----------------------------------

12.1     The signatories below warrant on behalf of their respective
         corporation, that:

           i.     They have the right and power and are duly authorized to enter
                  into this Agreement which rights and power are supported by a
                  Resolution of the Board of Directors of their respective
                  Corporation; and

          ii.     Upon their execution of this Agreement, the Agreement shall
                  constitute a valid, binding and enforceable Agreement of the
                  Parties



THIS Agreement, entered into this ___ day of February 2009.

BETWEEN:

         MANUFACTURER

               CDEX, Inc. with offices at:

               4555 S. Palo Verde
               Suite 123
               Tucson, Arizona 85714

                                       11
<PAGE>

AND
         DISTRIBUTOR

         Decatur Electronics, Inc. with offices at:

               715 Bright Street
               Decatur, Illinois 62522


Manufacturer: CDEX, Inc


               By: _____________________________

               Title:  Vice President



Distributor: Decatur Electronics, Inc.


               By: _____________________________

               Title: Marketing Director



                                       12
<PAGE>

                                   SCHEDULE A

                                     LIMITED
                                    WARRANTY

[CDEX Inc. LOGO]
ID(2) METH SCANNER                         Limited Warranty
                                           Terms and Conditions 6/2008
A. GENERAL ---------------------------------------------------------------------

The following CDEX. Inc. (hereinafter CDEX) warranty terms and conditions are
provided to end users that have purchased meth Scanner product(s) (hereinafter
Products) from CDEX either directly or through an authorized reseller.

B. LIMITED WARRANTY ------------------------------------------------------------

CDEX warrants that Products are free from defects in workmanship and materials
for a period of one (1) year from the date of purchase, which shall be the
shipment date from CDEX or its distributor. CDEX agrees to repair or replace any
defective product which, under normal use as defined in the written instructions
that accompanied the product at the time of purchase, fails to function within
the warranty period. CDEX's sole responsibility under this warranty shall be to
either repair or replace, at CDEX's sole option, any such product determined to
be defective and return it via prepaid postage. For a period not less than four
(4) years after the warranty period CDEX will repair or replace defective
product for a charge in accordance for what CDEX normally charges for such
services. Any non-CDEX accessories purchased with Product(s) are covered under
the warranty of their respective manufacturer. This warranty is CDEX's only
warranty and may not be changed or enlarged by any agent, distributor, reseller,
dealer or other person. This warranty shall be void and CDEX shall not be
responsible for any loss, damage, or other liabilities arising from alteration,
additions or repairs which are made to the Product by other than CDEX authorized
personnel. If the Purchaser opens the Meth Scanner, thus exposing the internal
circuitry. the warranty shall be void.

C. WARRANTY REPAIR/REPLACEMENT PROCEDURE----------------------------------------

To make a warranty claim the Purchaser most first obtain a Return material
authorization (RMA) number within the warranty period from CDEX through CDEX's
website at www.cdex-inc.com/meth-scanner/service. Upon determining that the
Product is defective CDEX will provide a RMA number and instructions on sending
the Product to CDEX. Purchaser has the responsibility to return defective
Product to CDEX via prepaid postage and include (1) a written description of the
reason for returning the Product for repair, (2) proof of purchase from CDEX or
an authorized reseller and (3) a mailing address for returning the Product to
Purchaser. Please note the RMA number on the outside of the package.

D. EXTENDED WARRANTY -----------------------------------------------------------

CDEX offers a Lifetime warranty Program which may be purchased annually at the
conclusion of the preceding warranty period. The cost of the annual warranty can
be found on the CDEX web site or by contacting Tech. Support. The annual
warranty must be purchased and paid for prior to the expiration of the preceding
warranty. The terms and conditions of the annual extended warranty and the
repairs/replacement procedures are the same as the initial warranty.

E. WARRANTY EXCLUSIONS ---------------------------------------------------------

The warranty stated above is the exclusive warranty with respect to the CDEX
product. CDEX disclaims any and all other warranties, whether express, implied
or statutory, including, without limitation, any implied warranties of
merchantability, design or fitness for a particular purpose or arising from a
course of dealing, usage or trade practice, or any warranty against patent
infringement. If the exclusion of implied warranties is prohibited by local law,
then any applicable implied warranties shall be limited to the duration of the
express warranty described above and other provisions contained herein.

F. RELEASE ---------------------------------------------------------------------

Purchaser agrees to release and hold CDEX harmless from any and all liability
arising out of use or misuse of the product, including any claims for damages
and personal injuries. Purchaser agrees to assume all risks of loss and all
liability for any damages and personal injury which may result from the use or
misuse of the CDEX product. CDEX is not liable for the failure of the CDEX
product to perform and CDEX is not liable for any claims made by a third party
or by purchaser for or on behalf of a third party.


G. LIMITATION OF REMEDIES ------------------------------------------------------

The remedies provided for in the above warranty are expressly in Lieu of any
other liability CDEX may have, including incidental and consequential damages.
CDEX's cumulative liability to any party for any loss or damages resulting from
any claims, demands, or actions arising out of or relating to the CDEX product
shall not exceed the purchase price paid by purchaser for the product. In no
event will CDEX be liable for any special, indirect, incidental, exemplary,
punitive or consequential damages, however caused, whether for breach of
warranty, negligence, strict liability or otherwise, even if CDEX has been
advised of the possibility of such damages or if such damage could have been
reasonably foreseen, and notwithstanding any failure of essential purpose of any
exclusive remedy provided herein. Some local jurisdictions may not allow for the
limitation or exclusion of liability for incidental or consequential damages, so
the above limitation or exclusion may not apply in those local jurisdictions.

       CDEX Inc. o 4555 South Palo Verde, Suite 125 o Tucson, AZ 85714 o
                         520-745-5172 o www.CDEXInc.com

                                       13
<PAGE>

                                   SCHEDULE B

                            PRODUCTS FOR DISTRIBUTION

1.   ID2 Meth Scanner (Law Enforcement Version). This product was first
     commercialized in July 2008. A battery charger and test samples shall be
     included with each ID2Meth Scanner. An updated and revised ID2 Meth Scanner
     termed Scanner "B" is the product which shall be distributed under this
     Agreement.

2.   Any new products created by Manufacturer which have market potential in
     Distributor's market segments as defined by this Agreement contingent on
     marketing, sales, and price agreement within thirty (30) days.






                                       14
<PAGE>

                                   SCHEDULE C

                   CURRENT CDEX U.S. METHSCANNER DISTRIBUTORS

- The following individuals have signed Distributor Agreements with CDEX. Listed
are their names, locations and date of agreement:

            1. ____________________________, Phoenix, AZ - 7/10/08
            2. ___________________________, Sacramento, CA - 8/11/08
            3. __________________________, Austin, TX - 7/16/08
            4. ________________________, Crossville, TN - 10/6/08
            5. ________________________, CA - 11/21/08
            6. ________________________, Akron, OH - 11/26/08



                                       15