Exhibit 10.1

                                                                  Execution Copy

                               RESELLER AGREEMENT


         This Distribution Agreement (this "Agreement") is entered into as of
the 7th day of November 2005 (the "Effective Date") by and between Baxa
Corporation, a Colorado corporation, having its principal offices at 1445
Grasslands Drive, Englewood, Colorado 80112-3903 ("Baxa") and CDEX, Inc., a
Nevada corporation, maintaining its principal place of business at 1700
Rockville Pike, Suite 400, Rockville, MD 20852 ("CDEX").

                                   WITNESSETH:

         WHEREAS, CDEX manufactures a medication validation system; and

         WHEREAS, CDEX and Baxa wish to enter into this Agreement to enable Baxa
to purchase from CDEX, and to promote, market, offer for sale, sell and
distribute the Products (as hereinafter defined) in the Territory (as
hereinafter defined) during the Term (as hereinafter defined).

         NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements set forth herein, CDEX and Baxa agree as follows:

                             ARTICLE 1 DEFINITIONS

         The following words and phrases, when used herein with initial capital
letters, shall have the meanings set forth or referenced below:

         1.1  "Accessories" means Cuvettes and any other accessories relating to
the Device.

         1.2  "ADR" means the alternative dispute resolution process referred to
in Section 13.6.

         1.3  "Affiliate" means, with respect to a Party, any person or entity
that controls, is controlled by or is under common control with such Party. An
entity or person shall be deemed to be in control of another entity (controlled
entity) if the former owns directly or indirectly at least fifty percent (50%)
of the outstanding voting equity of the controlled entity (or other equity or
ownership interest in the event that such controlled entity is other than a
corporation).

         1.4  "Annual Support" means the maintenance and support program
provided by CDEX with respect to each Device as described in Exhibit 1.4.

         1.5  "Base Pack" means the base pack of [ * ] Signatures (to be
mutually determined by the Parties) included with each Device.

         1.6  "Baxa Marks" means the corporate names "Baxa," "Baxa Corporation,"
trade names and logos of Baxa and all derivatives of the foregoing.

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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         1.7  "Baxa Promotional Efforts" means all of Baxa's activities to
promote the Products pursuant to the terms of Article 3 or as otherwise
specifically agreed to by Baxa in writing.

         1.8  "Baxa Promotional Materials" means all advertising (in any form),
printed or electronic matter, including printed literature and reprints or
graphic matter produced by or at the request of Baxa relating or referring to
the Products that contain CDEX's Mark or claims related to the Products for
distribution to customers and others in connection with the Baxa Promotional
Efforts.

         1.9  "Baxa Representative" means an individual that: (a) is a full-time
employee and sales person of Baxa; and (b) is qualified and has been trained by
Baxa to make sales presentations for Baxa's products; and (c) is qualified and
has been appropriately trained by Baxa to make effective sales presentations for
the Products.

         1.10  "Business Day" means any day of the week which is not a Saturday,
Sunday or legal holiday observed by the federal government of the United States
or a state of the United States which is the primary place of business of either
Party.

         1.11  "Calendar Year" means twelve (12) consecutive months commencing
on the Effective Date of this Agreement.

         1.12  "CDEX Marks" means the names "CDEX", "ValiMed" and any other
trademarks, trade names, service marks and logos of CDEX and all derivations of
the foregoing that CDEX approves for use in connection with the Products.

         1.13  "CDEX Promotional Materials" means all advertising (in any form),
printed matter, including printed literature and reprints or graphic matter
relating or referring to the Products that are prepared by or for CDEX.

         1.14  Reserved.

         1.15  "Confidential Information" means, for each Party, any and all
information disclosed by one Party to the other Party in writing which is
clearly marked as "CONFIDENTIAL" or which is disclosed orally and indicated at
the time as confidential or designated in writing as confidential within thirty
(30) days after such disclosure, except any portion thereof which:

                  (a) is lawfully known to the receiving Party at the time of
disclosure, as evidenced by its written records;

                  (b) is disclosed to the receiving Party by a Third Party
having a legal right to make such disclosure;

                  (c) becomes published or otherwise part of the public domain
through no fault of the receiving Party; or


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                  (d) is independently developed by or for the receiving Party
without recourse to the other Party's Confidential Information disclosed
hereunder, as reasonably documented or otherwise reasonably provable.

         1.16  "Cuvette" means CDEX's D-Tube cuvettes and any new version,
upgrade or improvement thereof or replacement therefor, for use with the Device
or any New Product.

         1.17  "Device" means CDEX's Valimed Cuvette D-Tube device and any new
version, upgrade or improvement thereof, together with the Base Pack.

         1.18  "Device Action" has the meaning set forth in Section 7.2.

         1.19  "Effective Date" has the meaning set forth in Section 9.1.

         1.20  "Extension Term" means the period of time after the end of the
Initial Term for which the Parties have extended the Term, in accordance with
the provisions of Section 9.2.

         1.21  "Forecast" has the meaning set forth in Section 5.11.

         1.22  "Initial Devices" has the meaning set forth in Section 5.2(b).

         1.23  "Initial Term" has the meaning set forth in Section 9.2.

         1.24  "Marks" means, individually and collectively, the CDEX Marks and
the Baxa Marks.

         1.25  "New Product" means any new medication validation system, cuvette
or other Accessory developed or acquired by CDEX during the Term that replaces
any Product.

         1.26  "Party" means either Baxa or CDEX, and their respective
successors and permitted assigns, and "Parties" shall mean Baxa and CDEX and
their respective successors and permitted assigns.

         1.27  "Products" means individually each of, and collectively, all of,
the Device, and the Signatures, the Accessories and Annual Support associated
with the Device.

         1.28  "Promotional Material" means individually and collectively the
Baxa Promotional Material and the CDEX Promotional Material.

         1.29  "Protocols" means the most current protocols provided by CDEX to
Baxa regarding the proper handling, storage, shipment and use of the Products,
provided that such Protocols shall not take effect until not less than thirty
(30) days after receipt by Baxa.

         1.30  "Purchase Orders" has the meaning set forth in Section 5.2(a).

         1.31  "Purchase Targets" has the meaning set forth in Section 3.4.


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         1.32 "Regulatory Agency" means any agency, authority or instrumentality
of the United States of America, any state, commonwealth, territory or
possession thereof, Canada, any province or territory thereof, or any political
subdivision or any of the foregoing that has any regulatory authority with
respect to the Products.

         1.33 "Renewal Date" has the meaning set forth in Section 9.2.

         1.34 "Signatures" means CDEX's spectral signatures used to identify
medications.

         1.35  "Specifications" means, with respect to any Product, CDEX's
written specifications for such Product which specifications are in effect at
the time of manufacture of such Product.

         1.36  "Term" means the period of time on and after the Effective Date
until the later of: (a) the end of the Initial Term; and (b) the end of the
Extension Term.

         1.37  "Territory" means all hospitals, compounding pharmacies and
physicians' offices located in the fifty states of the United States including
the District of Columbia, and all territories, commonwealths and possession
thereof, including Puerto Rico, and Canada.

         1.38  "Third Party" means a natural person, corporation, partnership,
trust, joint venture, governmental authority or other legal entity or
organization other than the Parties and their Affiliates.

         1.39  "Transfer Price" shall mean the price for Devices that Baxa shall
pay to CDEX pursuant to Section 5.7, as further defined therein.

                     ARTICLE 2 GRANT OF DISTRIBUTION RIGHTS

         2.1  Grant. Subject to the terms and conditions of this Agreement, CDEX
hereby grants to Baxa (a) the exclusive right, even as to CDEX, (with the right
to sublicense to its wholesalers and distributors) to market, promote, offer for
sale, sell and distribute the Products in the Territory during the Term and (b)
the non-exclusive right to market, promote, offer for sale, sell and distribute
the Products within the healthcare sector in the U.S. and Canada but outside of
the Territory during the Term. For the avoidance of doubt, Baxa shall only have
the exclusive right to sell Accessories, Signatures and Support for use with a
Device previously sold by Baxa within its exclusive Territory pursuant to this
Agreement, and CDEX shall be free to sell Accessories, Signatures and Support
for use with the sales of Devices outside the Territory and for use with
products other than the Devices. Notwithstanding the preceding, Baxa shall only
market, promote, offer for sale, sell and distribute the Products within Canada
once CDEX has notified Baxa in writing that CDEX has obtained any and all
required permits, licenses and approvals needed for distribution of the Products
within Canada. No other rights with respect to the Products are granted by CDEX
to Baxa except as expressly granted in this Agreement. Nothing in this Section
2.1 shall prohibit CDEX from (i) completing sales of any Products to those
entities specified in Exhibit 2.1, which Baxa acknowledges and agrees were in
progress as of the Effective Date; provided, however that if such sales are not


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consummated on or before [ * ], CDEX shall cease all such sales activities and
fully cooperate with Baxa so that Baxa may make such sales; or (ii) continuing
to sell Accessories, Signatures and Support for use with Devices that were
either sold by CDEX to other customers prior to the Effective Date or that are
sold pursuant to subsection (i) of this sentence prior to [ * ]. The Parties
shall use reasonable efforts to coordinate all sales efforts outside of the
Territory.

         2.2  Marketing. Each Party shall bear its own expenses in connection
with the marketing, sales, promotion and advertising of the Products. CDEX shall
have no obligation to market, sell, promote or advertise the Products. Baxa
shall have the right to include the Products in any multi-product promotion, if
and as Baxa deems appropriate; provided, that Baxa shall obtain CDEX's prior
written approval for any Promotional Material used in connection with any such
multi-product promotion, if such material contains any CDEX Marks or contains
claims related to the Products, all in accordance with Article 6.

         2.3  New Products. In the event, during the Term CDEX discontinues
production of any Product and there is a New Product which replaces such
Product, CDEX shall offer the New Product on such terms and conditions as the
Parties may agree. The Parties acknowledge and agree that CDEX is required to
produce and support the Product under the terms of this Agreement or fairly
negotiate access to the New Product.

                       ARTICLE 3 BAXA'S RESPONSIBILITIES

         3.1  Marketing; Trade Shows. Baxa will use reasonable efforts to
promote and market sales of the Products within the Territory. Baxa, in its
discretion, will exhibit the Products at a reasonable number of trade shows,
meetings, events and places where Baxa deems it appropriate in the Territory.
Baxa will reasonably advertise the Products in appropriate media channels as
needed to promote the sales of the Products within the Territory. Baxa will
assign sufficient Baxa Representatives skilled in the capabilities of the
Products to reasonably achieve the sales goals for the Products contained in
this Agreement.

         3.2  Product Pricing. For Products that Baxa sells in the Territory,
Baxa shall solely formulate and control all Product prices, pricing strategies
and, subject to Section 3.9, terms of sale for the Products.

         3.3  Reports. Baxa will provide CDEX a written statement on a quarterly
basis, identifying the quantity and price of Products sold by Baxa to customers
under this Agreement. conscientious

         3.4  [ * ]

         3.5  Products. Baxa shall comply in all respects with all applicable
laws, rules and regulations regarding the sale, storage, shipment, marketing and
promotion of the Products. Baxa shall avoid any deceptive, misleading or
unethical practices, or any false advertising, in connection with its sales and
distributing activities under this Agreement.

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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         3.6  Communications with Regulatory Agencies. Baxa shall promptly
communicate to CDEX all material matters communicated between Baxa and any
applicable Regulatory Agency that relate to the Products. Baxa shall endeavor to
limit such communications to matters that it is required by law to discuss with
such an agency.

         3.7 Export Control. Baxa will not export or re-export (directly or
indirectly) any of the Products or documentation or other technical data
associated therewith without complying with the U.S. Export Administration Act
of 1979 (as amended) or any replacement act, and the regulations promulgated
thereunder.

         3.8  Sub-Resellers. If Baxa engages any other reseller or distributor
to distribute the Products within the Territory, Baxa shall first enter into a
written agreement with each such reseller or distributor that contains license
restrictions, intellectual property protections, confidentiality obligations and
indemnification obligations and other provisions protecting CDEX that are no
less protective or restrictive, as applicable, than those set forth in this
Agreement. In addition, any such distribution agreement must include a provision
(i) obligating the distributor/reseller to agree that CDEX shall have no
liability of any kind, direct or otherwise, arising out of or related to the
distribution agreement between Baxa and such distributor/reseller; (ii)
obligating the distributor/reseller to enter into a customer agreement with each
customer of the Products that contains similar protections for CDEX with respect
to such customer; and (iii) designating CDEX as a third party beneficiary of
such distribution agreement.

         3.9  Proper Use. Baxa shall ensure that it and its other distributors
and resellers do not promote the use of the Products for any purpose other than
the purposes specified in the Specifications, the CDEX Promotional Materials or
the Baxa Promotional Materials as approved by CDEX. Baxa shall, in its end user
agreements notify, or require its distributors and resellers in their end user
agreements to notify, (as applicable), all customers of the Products of the
permitted applications and uses of the Products and to state that non-specified
uses are prohibited. Baxa acknowledges that uses of the Product beyond those
specified in the Specifications, the CDEX Promotional Materials or the Baxa
Promotional Materials as approved by CDEX may require further governmental or
regulatory approvals, and may subject the Parties to increased regulation. CDEX
shall have no liability to Baxa for any claims or regulatory fines, penalties or
action taken as a result of Baxa's breach of this Section 3.09.

         3.10  Commercial Software Designation. In distributing Products to U.S.
government customers, Baxa shall ensure that the software components of the
Products are identified as commercial computer software. In the case of sales of
the Products to non-defense agencies of the U.S. Government, Baxa shall also
ensure that the customer contract incorporates either (i) FAR 52.227-19
(Commercial Computer Software--Restricted Rights) or (ii) FAR 52.227-7014
(Rights in Data--General) with Alternate III. If clause 52.227-19 is
incorporated, Baxa shall (i) mark the software and its documentation as follows:

         Restricted Computer Software

         Notice--Notwithstanding any other lease or license agreement that may
         pertain to, or accompany the delivery of, this computer software, the
         rights of the Government regarding its use, reproduction and disclosure
         are as set forth in Government Contract No. ____________.


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and (ii) include the following addendum with any copyright legend on the
software or its documentation:

         Unpublished--rights reserved under the copyright laws of the United
         States.

         If clause 52.227-7014 is incorporated in the customer contract, Baxa
shall mark the software and its documentation with a Restricted Rights Notice as
specified in Alternate III of that clause.

         3.11  Restrictions. Except as provided in Section 3.10, Baxa shall not
(i) modify, alter, repair, replace or otherwise change the Products or any
component to be distributed by Baxa hereunder without CDEX's prior written
consent; and (ii) decompile or disassemble, or reverse engineer the Products or
any component thereof in order to obtain the source code for any software or
otherwise access the trade secrets or functionality of the Products.

                       ARTICLE 4 CDEX'S RESPONSIBILITIES

         4.1  Products Specifications. The Specifications, indications, labeling
and packaging for the Device, the Cuvette and other Accessories shall be within
the sole discretion of CDEX; provided, that CDEX may change any of the foregoing
only if: (a) CDEX files all necessary submissions required by any applicable
Regulatory Agency and obtains all necessary approvals of such Regulatory Agency,
if any, in order to market the Products in the United States or Canada; and (b)
notifies Baxa of and obtains Baxa's approval (which approval shall not be
unreasonably withheld) for such change prior to shipping such Products to Baxa.
In the event that CDEX notifies Baxa of a change that Baxa reasonably believes
is unacceptable, as Baxa's sole remedy, Baxa shall have the right to remove such
Product from this Agreement and cancel any outstanding Purchase Orders for the
Product without incurring any liability for such cancelled orders. All costs of
such changes shall be borne by CDEX; provided, that, to the extent reasonably
requested by CDEX, Baxa shall revise all Baxa Promotional Materials to reflect
any such changes; and provided, further, that all costs associated with such
revised Baxa Promotional Materials are divided equally between the Parties.

         4.2  Communications with Regulatory Agencies. CDEX shall promptly
communicate to Baxa all material matters communicated between CDEX and any
applicable Regulatory Agency that relate to any Product to the extent that such
communication affects Baxa, Baxa's customers or the sale or use of the Products
in the Territory. The preceding shall not apply to the extent of any privileged
information or sensitive information the disclosure of which would put CDEX at
increased liability risk, unless CDEX is required by law to disclose such
information anyway or unless any such information pertains to health or safety
issues relating to the Products.


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         4.3  Regulatory Matters. CDEX shall be solely responsible for, and bear
the cost of, all regulatory matters applicable to its business regarding the
Products required for Baxa to market and sell the Products in the Territory.
Baxa shall be solely responsible for, and bear the cost of, all regulatory
matters applicable to its business as needed for Baxa to operate as a
distributor of the Products within the Territory.

         4.4  Product Manufacture. CDEX shall manufacture, or have manufactured,
the Products in accordance with industry standards and the Specifications for
the Products, if any, and shall be responsible for all product liability and
quality assurance issues with respect to the Products caused solely by CDEX, or
its agents or its subcontractors engaged in connection with the manufacture of
the Products, subject to any exclusions set forth in Section 10.1. Baxa shall be
responsible for any product liability and quality assurance issues caused solely
by Baxa or its resellers and distributors, subject to any exclusions set forth
in Section 10.2. CDEX shall comply in all respects with all applicable federal
laws, rules and regulations regarding the manufacture, labeling, advertising and
packaging of the Products.

         4.5 Warranty; Annual Support. CDEX warrants that each Device delivered
to Baxa or any of its end user customers pursuant to this Agreement shall, for a
period of ninety (90) days following the date of delivery of such Device to the
applicable end user, perform in accordance with the Specifications and be free
from defects in material and workmanship. In the event of breach of such
warranty during the warranty period, CDEX shall, at its option and expense, and
as Baxa's exclusive remedy for such breach, either repair or replace the
non-conforming Device in order to bring it into compliance with the foregoing
warranty. CDEX shall have no obligation to repair or replace any non-conforming
Device to the extent such non-conformity is attributable to any of the
exceptions stated in Section 2 of Exhibit 1.4. After expiration of the foregoing
ninety-day warranty period, CDEX shall provide Annual Support services for any
Device purchased by Baxa hereunder, to the extent that Baxa purchases Annual
Support services from CDEX for such Device, all in accordance with the terms set
forth in Exhibit 1.4. Baxa shall provide first level support, handling initial
customer complaints. If Baxa is not able to resolve the complaint in the initial
contact, Baxa shall provide CDEX with prompt written notice of such complaint
and CDEX shall provide such Annual Support as may be necessary to resolve the
complaint in accordance with Exhibit 1.4. Baxa must obligate each customer that
purchases a Device from Baxa to also purchase the first year of Annual Support
from Baxa to cover the one-year period after expiration of the applicable
ninety-day warranty period described above, and Baxa shall likewise purchase the
first years' Annual Support covering such period for such Device from CDEX.
Purchase of Annual Support for any Device beyond the initial year is solely at
Baxa's and its customer's option.

         4.6  Installation. CDEX will perform all installation and
implementation services with respect to each purchased Device. CDEX will work
with Baxa, at CDEX's sole cost, to ensure that each Device is installed and
functioning in accordance with the Specifications and will use reasonable
efforts to accommodate each customer's requested time line.

         4.7  Request for Information by Third Parties. Baxa shall forward to
CDEX any inquiries by Third Parties that relate to the efficacy, safety or other
medical issues regarding the Products. CDEX promptly shall address such
inquiries and, if the parties elect to respond to such an inquiry, CDEX shall
send copies of all responses to Baxa.


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         4.8 Promotional Materials. At Baxa's request, CDEX will provide to Baxa
commercially reasonable quantities of CDEX Promotional Materials as are required
to enable Baxa to create the Baxa Promotional Materials. Baxa shall be
responsible to ensure that the Baxa Promotional Materials (whether or not based
on the CDEX Promotional Materials) are appropriately tailored for use within
Canada.

         4.9  Training. CDEX will, once or twice (at Baxa's option) each
Calendar Year, provide on-site training regarding the Products and their
capabilities for a reasonable number of Baxa sales personnel (not to exceed 20
people at any one training session without CDEX's prior written approval) at a
location designated by Baxa. CDEX will bear the travel and living expenses
required to furnish a trainer to conduct such training. Baxa shall bear all
other associated expenses. The initial training session will be held within
sixty (60) days after the Effective Date as mutually agreed, and follow-on
training sessions will be held on a mutually agreeable schedule.

      ARTICLE 5 ORDERS, SHIPMENT AND DELIVERY OF, AND PAYMENT FOR PRODUCTS

         5.1  Purchase and Sale of Products. Baxa shall purchase Products from
CDEX, and CDEX shall manufacture, sell and supply to Baxa, Products ordered by
Baxa pursuant to Section 5.2.

         5.2  Purchase Orders.

                  (a) Purchase Orders. [*]

                  (b) [*]

                  (c) Controlling Agreement. Orders shall be placed on Baxa's
Purchase Order form, specifying quantities ordered, delivery dates and delivery
and shipping instructions. The parties agree that any additional or different
terms contained in any such Purchase Order or any acknowledgement or acceptance
document of CDEX as to the obligations of the Parties regarding any Product
order, shall be deemed to be inapplicable.

         5.3  Delivery and Shipment. CDEX will ship the Devices from CDEX's
distribution center, F.O.B. CDEX's distribution center, to the address
designated by Baxa. Baxa is responsible for all freight and shipping costs
associated with shipping Devices from CDEX's distribution center.

         5.4  Reserved.

         5.5  Audit and Review. Baxa or its authorized representatives, will
have the right, upon giving reasonable prior written notice to CDEX, to visit

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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CDEX's manufacturing plant or such part of it as is used for production of the
Products, during normal business hours not more than once per year. Any
information that Baxa learns during the course of any such visit shall be deemed
to be CDEX's Confidential Information without the requirement for any
supplementary documentation. Baxa shall be responsible to ensure that any such
authorized representative is not a competitor of CDEX and is under a written
confidentiality agreement that contains confidentiality protections for CDEX's
Confidential Information that are no less restrictive than those set forth
herein.

         5.6  Shipment of Products. CDEX shall ship Products to Baxa or
customers in accordance with the shipping instructions provided by Baxa on
Purchase Orders submitted by Baxa or otherwise. To the extent CDEX incurs any
costs to ship any Products on behalf of Baxa, Baxa shall reimburse CDEX for such
costs. CDEX shall deliver to Baxa for each shipment (a) for each Device one or
more certificate of analysis indicating that each Device has been tested and
including, without limitation, identities of the tests, applicable
specifications and test results; and (b) certificates of manufacturing
compliance certifying that the Products were manufactured in compliance with the
applicable Specifications and the applicable industry standards.

         5.7  Prices. [*]

(f) Wherever the term "sale", "sold" or similar terms are used in this
Agreement, such term shall be deemed to mean a Distribution. A "Distribution"
shall mean the sale, licensing, leasing or other distribution, provision or
commercialization of a Product or any other use of a Product in any way that
generates revenue. Any amounts received by Baxa from any Distribution of the
Products pursuant to this Agreement shall be deemed to be amounts received from
a sale of such Products for purposes of determining the prices to be paid to
CDEX by Baxa under this Section 5.7 and the other applicable terms of this
Agreement.

         5.8  Taxes. Baxa will pay all national, state and local sales, use,
excise and other taxes, fees, assessments, duties, domestic or foreign fees or
similar governmental impositions and regulatory charges of any nature whatsoever
imposed by any governmental body, taxing authority, or any subdivision thereof
with respect to the shipment and sale or purchase of any Products provided to
Baxa under this Agreement, except for taxes imposed on the income of CDEX
derived from the transactions contemplated by this Agreement.

         5.9  Payments and Invoices. Upon shipment, CDEX will send an invoice to
Baxa in connection with each order of Products. Except as otherwise provided in
this Agreement, all payments due under this Agreement shall be made in U.S.
Dollars within thirty (30) days after the date of receipt of the invoice by
Baxa; provided that Baxa shall be entitled to a two percent (2%) discount if
Baxa is able to pay the invoiced amount within ten (10) days after the date of
receipt of the invoice by Baxa.

         5.10  Inventory. Within ninety (90) days of CDEX's receipt of the first
Purchase Order from Baxa, CDEX shall maintain inventory levels equal to [*]
percent [*] of the quantity of Products contained in Baxa's Forecasts for the
upcoming quarter. To the extent that Baxa's forecasts prove to be materially
inaccurate over time, CDEX will have the right to adjust the amounts of the
Product maintained in inventory to a level appropriate based on Baxa's actual
performance.

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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         5.11  Forecasts. On or before the tenth day of each calendar quarter,
Baxa shall provide CDEX with a non-binding forecast covering Baxa's estimated
monthly purchases of Products for the following twelve (12) calendar months
(each a "Forecast"). Each Forecast shall represent Baxa's good faith estimate
for the applicable twelve (12) month period.

                  ARTICLE 6 LABELING AND PROMOTIONAL MATERIALS

         6.1  Labeling and Packaging. The Device shall be marketed as "ValiMed
from Baxa". Notwithstanding the preceding, the term "ValiMed" is and shall
remain solely the trademark of CDEX, and Baxa shall not use the term "ValiMed"
or "ValiMed from Baxa" or any similar term in connection with the marketing of
any other products or at any time after the term of this Agreement.

         6.2  Grant of Licenses to Baxa. Subject to the terms and conditions of
this Agreement, CDEX hereby grants to Baxa a limited, non-exclusive,
nontransferable, fully paid license (with the right to sublicense to its
wholesalers and distributors) to use the CDEX Marks in the Territory during the
Term solely for the purposes of developing and producing the Baxa Promotional
Materials and otherwise marketing and promoting the Devices; provided, that Baxa
submits to CDEX a sample of each such proposed use of CDEX Marks and obtains
CDEX's prior written approval of each such proposed use, as further described in
Section 6.3. No royalty, license fee or other consideration shall by paid by
either Party to the other Party in connection with such licenses. Baxa shall
require that its distributors and resellers use the CDEX Marks solely to market
the Products in accordance with Baxa's instructions, and under terms similar to
those contained herein.

         6.3  Use of Marks. Except as expressly provided in this Section 6, Baxa
shall not use the CDEX Marks in any manner without the prior written consent of
CDEX. Under no circumstances shall CDEX use the Baxa Marks. Each Party shall
retain all rights to its own intellectual property. All uses by Baxa of the
CDEX's Marks shall be in full compliance with all applicable laws and
regulations. Baxa shall place the following legend: "is a trademark of CDEX,
Inc." on all Baxa Promotional Materials and other items which bear the CDEX
Marks.

                  (a) Baxa Ownership. CDEX acknowledges and agrees that Baxa is
the sole and exclusive owner of all right, title and interest in and to the Baxa
Marks. All goodwill associated with the Baxa Marks shall inure to the benefit of
Baxa.

                  (b) CDEX Ownership. Baxa acknowledges and agrees that CDEX is
the sole and exclusive owner of all right, title and interest in and to the CDEX
Marks. All goodwill associated with the CDEX Marks shall inure to the benefit of
CDEX.

                  (c) Baxa Promotional Materials. Baxa may prepare and
distribute, at its cost and expense, Baxa Promotional Materials. Baxa shall not
distribute any Baxa Promotional Materials regarding the Products that contain
CDEX's Marks or claims related to the Products without the prior written consent


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of CDEX. Baxa shall submit all proposed Baxa Promotional Materials that contain
CDEX's Marks or Product claims to CDEX for review and comment on the content of
such Baxa Promotional Materials. CDEX shall use commercially reasonable efforts
to respond to Baxa within fifteen (15) Business Days after its receipt of such
Baxa Promotional Materials and either consent to the use of such materials or
grant conditional approval based on Baxa making CDEX's suggested revisions. In
such case, prior to any use of such Baxa Promotional Materials, Baxa shall make
any such suggested revisions to the Baxa Promotional Materials. Baxa shall
provide four copies of all final Baxa Promotional Materials to CDEX prior to
Baxa's initial use of such Baxa Promotional Materials for CDEX's use in
complying with its obligations, if any, to file such Baxa Promotional Materials
with any applicable Regulatory Agency. The cost and expense of any modifications
to or withdrawals of Baxa Promotional Materials required by such Regulatory
Agency, that have been previously approved by CDEX, shall be shared equally
between the Parties. Baxa shall retain all rights, including copyrights, to the
Baxa Promotional Materials, except with respect to any CDEX Marks. Baxa shall
use any Baxa Promotional Materials containing the CDEX Marks only in connection
with the promotion of the Products as provided herein or as otherwise approved
by CDEX.

         6.4  Effect of Termination of Agreement. Upon expiration or termination
of this Agreement, Baxa shall discontinue its use of the CDEX Marks except, to
the extent this Agreement was not terminated due to material breach by Baxa,
Baxa may continue to use such CDEX Marks as needed under Section 9.4(c) or to
sell its remaining Product inventory.

         6.5  Distributors/Resellers. Baxa shall ensure that all distributors
and resellers that it engages in connection with this Agreement comply fully
with the applicable terms of this Article 6.

                              ARTICLE 7 REPORTING

         7.1  Communication. Baxa shall refer to CDEX all medical inquiries from
customers with respect to product complaints or adverse events with respect to
the Products. CDEX will update Baxa on customer complaint investigations via a
summary report at the conclusion of every calendar quarter. For the avoidance of
doubt, Baxa shall continue to act as the customer-facing entity, and CDEX shall
communicate solely with Baxa regarding such matters, rather than directly with
any customer of Baxa.

         7.2  Device Recall. As between the Parties, CDEX shall have the sole
right to initiate a voluntary withdrawal from the market of any Device. In the
event any Device is recalled by any Regulatory Agency or withdrawn by CDEX in
the Territory or a field correction or other correction action ("Device Action")
takes place, except to the extent caused solely by Baxa or any of its resellers
or distributors, CDEX shall bear all expenses relating to such Device Action and
shall reimburse Baxa, its resellers and distributors for any commercially
reasonable expenses any of them incurs directly as a result of processing return
of Devices to CDEX and customer notification (excluding Baxa's internal costs).
Otherwise, Baxa shall reimburse CDEX for any commercially reasonable expenses it
incurs directly as a result of processing return of Devices to CDEX and customer
notification (excluding CDEX's internal costs). Prior to any such Device Action,


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CDEX shall advise Baxa of the situation. CDEX shall provide Baxa with a prepared
statement, subject to Baxa's approval, for use in response to inquiries
regarding a Device Action that Baxa shall provide to all Baxa Representatives
promoting the affected Device. Baxa and the Baxa Representatives shall use only
such prepared statement to respond to any inquiries received with regard to any
Device Action.

        ARTICLE 8 REPRESENTATIONS AND WARRANTIES; LIMITATION OF DAMAGES

         8.1  Baxa Representations and Warranties. Baxa hereby represents and
warrants to CDEX that:

                  (a) Baxa is duly authorized to enter into this Agreement;

                  (b) no consents or approvals which Baxa has not previously
obtained are necessary for Baxa to enter into this Agreement and perform all of
Baxa's obligations hereunder; and

                  (c) this Agreement does not conflict with any other Baxa
contractual, statutory or regulatory obligation.

                  (d) Baxa will not make any payment, gratuity, or provide any
other item of value to any person or entity in violation of the Foreign Corrupt
Practices Act in connection with the Distribution of any Product under this
Agreement.

                  (e) Baxa will, and will require that its distributors and
resellers, comply with, and account for, and report, costs expended to purchase
the Products (including any discounts) in accordance with, applicable laws, such
as, but not limited to, the Social Security Act, and its implementing
regulations relating to Medicare and Medicaid and other federal and state health
programs. In addition, Baxa will, and will require that its distributors and
resellers, provide information concerning any rebate program provided hereunder
to Medicare, Medicaid and other federal health care program representatives upon
request.

         8.2  CDEX Representations and Warranties. CDEX hereby represents and
warrants to Baxa that:

                  (a) CDEX is duly authorized to enter into this Agreement;

                  (b) no consents or approvals which CDEX has not previously
obtained are necessary for CDEX to enter into this Agreement and perform all of
CDEX's obligations hereunder;

                  (c) the Devices, the Accessories, the CDEX Marks and the CDEX
Promotional Materials do not infringe any patent, copyright, trademark or other
proprietary right of any Third Parties; provided that Baxa's sole remedy for
breach of this representation and warranty shall be the intellectual property
infringement indemnity set forth in Section 10.3, subject to any limitations and
exclusions set forth therein;


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                  (d) except as previously disclosed to Baxa by CDEX, there are
no suits, claims, or proceedings pending, or to CDEX's best knowledge and
belief, threatened against CDEX or any of its Affiliates in any court or by or
before any governmental body or agency with respect to any of the Devices, the
Accessories or the CDEX Marks;

                  (e) this Agreement does not conflict with any other CDEX
contractual, statutory or regulatory obligation.

                  (f) No Products delivered to Baxa at the FOB point pursuant to
this Agreement will be at the time of such delivery adulterated or misbranded
within the meaning of the Federal Food, Drug and Cosmetic Act, as amended,
("Act"), or within the meaning of any applicable law or regulation in which the
definitions of adulteration and misbranding are substantially the same as those
contained in the Act, as such Act and such laws are constituted and effective at
the time of delivery or otherwise in violation of the Act on account of any act
taken by CDEX; CDEX shall not take or directly cause any act or omission in
relation to the Products that renders the Products adulterated, misbranded or
otherwise in violation of the Act or other laws dealing with product advertising
and marketing.

                  (g) Reserved.

                  (h) the manufacturing facilities and processes utilized for
the manufacture of the Products will comply with applicable laws and regulations
including, without limitation, applicable industry standards.

         8.3  Baxa Statements. Baxa shall not make any statements,
representations or warranties regarding the Products in any Baxa Promotional
Materials or otherwise which are not in compliance with any applicable rule or
regulation or otherwise in conformity with materials provided by CDEX.

         8.4  Limitation on Liability. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY AMOUNTS REPRESENTING LOSS OF DATA, REPROCUREMENT COSTS, LOST
REVENUES OR PROFITS, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, EVEN IF THEY WERE FORESEEABLE OR EITHER PARTY HAS
INFORMED THE OTHER PARTY OF THEIR POTENTIAL.

         8.5  Liability Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS
AND EXCEPT FOR BAXA'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY
UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BAXA TO CDEX DURING
THE [*] PERIOD PRECEDING THE LATEST CLAIM GIVING RISE TO SUCH LIABILITY.


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                         ARTICLE 9 TERM AND TERMINATION

         9.1  Reserved.

         9.2  Initial Term and Extension Term. This Agreement shall be and
remain in full force and effect on and after the Effective Date for a period [*]
("Initial Term") unless earlier terminated as provided below. At the end of the
Initial Term, this Agreement shall automatically renew for an additional period
of [*], unless a Party provides the other Party written notice of its intention
not to renew not less than six (6) months prior the end of the Initial Term (the
"Renewal Date"). In the event the Agreement is renewed, the parties shall
mutually agree, prior to such Renewal Date, on a revised set of purchase
requirements and purchase targets to apply during the renewal period, taking
into account Baxa's actual sales of the Products during the Initial Term and
other pertinent factors.

         9.3  Early Termination. Except as otherwise provided herein, this
Agreement may be terminated prior to the expiration of the Initial Term, or if
applicable, any Extension Term as follows:

                  (a) Material Breach. By thirty (30) days after written notice
from the notifying Party to the receiving Party, that the receiving Party has
committed a material breach of this Agreement identified in the notice and
demanding its cure, and at the end of such thirty (30)-day period the receiving
Party has not cured the described material breach to the reasonable satisfaction
of the notifying Party.

                  (b) Bankruptcy. By either Party giving written notice to the
other Party in the case of the insolvency of, appointment of a receiver by a
court of competent jurisdiction with respect to the assets of, assignment for
the benefit of creditors of, the other Party or the entry of an Order for Relief
under Title 11, United States Code, against the other Party. In the event that
CDEX files for bankruptcy and the debtor/CDEX's trustee rejects this Agreement,
Baxa shall have the right to elect, to the extent permitted by applicable law,
to retain whatever rights under this Agreement it is permitted to retain under
the applicable bankruptcy laws upon appropriate written notification to said
trustee.

                  (c) Failure to Achieve Sales Targets. By providing CDEX with
[*] prior written notice within ninety (90) days after the end of any Calendar
Year, Baxa may terminate this Agreement in the event that Baxa fails to sell at
least [*] Devices in any Calendar Year.

         9.4  Consequence of Termination.

                  (a) Confidential Information. In the event of expiration or
termination of this Agreement for any reason, each Party shall cease using all
Confidential Information of the other Party. Upon either Party's request, the
other Party shall destroy or return to its owner all written and tangible
Confidential Information; provided, however, that each Party may keep one copy
of such Confidential Information for archival and compliance purposes only.

                  (b) Accrued Obligations. Termination or expiration of this
Agreement shall not relieve either Party of any liability which has accrued
prior to the effective date of such termination or expiration, nor prejudice
either Party's right to obtain performance of any obligation provided for in
this Agreement, which by its express terms or context survives termination.

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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                  (c) Product Supply. In the event that this Agreement is
terminated for other than Baxa's material breach, the terms and provisions of
this Agreement, but only with respect to Signatures and Accessories for Devices
sold by Baxa, shall survive for a period of five (5) years from the termination
date.

         9.5  Survival. Upon termination or expiration of this Agreement, all
covenants and agreements contained in this Agreement which, by their terms or
context, are intended to survive will continue in full force and effect for a
period of ten (10) years unless a different time period is indicated, including,
without limitation, the provisions of Articles 1, 10, and 11 and Sections 4.5
(for the duration of any applicable warranty or Annual Support period then
currently in effect), 6.4, 7.2, 8.1, 8.2, 8.4, 8.5, 9.4, 9.5, 13.5, 13.6, and
13.7.

                           ARTICLE 10 INDEMNIFICATION

         10.1  CDEX General Indemnification. Except to the extent that any
suits, claims, liabilities, costs, damages, judgments or other expenses arise
out of or result from the negligence or willful misconduct of Baxa or its
employees, agents, distributors and resellers, or the breach by Baxa of any of
its representations, warranties, covenants or agreements in this Agreement, or
as otherwise provided in Section 10.3(d) with respect to infringement claims,
CDEX shall defend, indemnify and hold Baxa, its Affiliates and all of their
respective officers, directors, employees, agents and representatives harmless
from and against all suits, claims, liabilities, costs, damages, judgments and
other expenses (including, but not limited to, reasonable attorneys' fees)
incurred in connection with any claim made by a Third Party against Baxa, its
Affiliates, officers, directors, employees, agents or representatives arising
out of or attributable to:

                  (a) CDEX's breach of (i) any of its representations,
warranties or certifications in this Agreement or to be made in accordance with
this Agreement, (ii) other terms and conditions of this Agreement or (iii) the
performance warranty described in Section 4.5; and

                  (b) the negligent or improper design or manufacture of any of
the Devices, or the improper handling, storage of the Products while in CDEX's
custody, including, but not limited to, any claim for product liability,
physical property damage, personal injury, or death, and

                  (c) the negligence, recklessness or willful misconduct of CDEX
or its Affiliates that results in personal injury or physical property damage.

         Baxa shall provide CDEX prompt notice in writing of any such action and
permit CDEX to answer and defend such claim or action with counsel of CDEX's
choosing. Baxa shall provide CDEX with such information and assistance and
cooperation as CDEX reasonably requests, at CDEX's expense, to help CDEX defend
such action. CDEX shall have the right to enter into a bona fide settlement or


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compromise of any action described in this Section 10.1 provided, that if it is
reasonable to assume that a settlement or compromise of the action shall
adversely affect Baxa, CDEX shall not settle or compromise the action without
the written consent of Baxa, which consent shall not be withheld unreasonably.
Notwithstanding any provision to the contrary, Baxa shall have the right to
participate in any such action with CDEX with counsel of Baxa's choosing, at
Baxa's own cost.

         10.2  Baxa General Indemnification. Except to the extent that any
suits, claims, liabilities, costs, damages, judgments or other expenses arise
out of or result from the negligence or willful misconduct of CDEX or its
employees, agents, distributors and resellers, or the breach by CDEX of any of
its representations, warranties, covenants or agreements in this Agreement, Baxa
shall defend, indemnify and hold CDEX, its Affiliates and all of their
respective officers, directors, employees, agents and representatives harmless
from and against all suits, claims, liabilities, costs, damages, judgments and
other expenses (including, but not limited to, reasonable attorneys' fees)
incurred in connection with any claim made by a Third Party against CDEX, its
Affiliates, officers, directors, employees, agents or representatives arising
out of or attributable to:

                  (a) Baxa's breach of any of its representations, warranties or
certifications in this Agreement or to be made in accordance with this Agreement
or other terms and conditions of this Agreement; and

                  (b) the improper (as determined by reference to the CDEX
Protocols) handling, storage, shipment or use of the Products while in Baxa's or
any of its reseller or distributors custody, including, but not limited to, any
claim for product liability, physical property damage, personal injury, or
death, and

                  (c) the negligence, recklessness or willful misconduct of Baxa
or its Affiliates that results in personal injury or physical property damage.

         CDEX shall provide Baxa prompt notice in writing of any such action and
permit Baxa to answer and defend such claim or action with counsel of Baxa's
choosing. CDEX shall provide Baxa with such information and assistance and
cooperation as Baxa reasonably requests, at Baxa's expense, to help Baxa defend
such action. Baxa shall have the right to enter into a bona fide settlement or
compromise of any action described in this Section 10.2 provided, that if it is
reasonable to assume that a settlement or compromise of the action shall
adversely affect CDEX, Baxa shall not settle or compromise the action without
the written consent of CDEX, which consent shall not be withheld unreasonably.
Notwithstanding any provision to the contrary, CDEX shall have the right to
participate in any such action with Baxa with counsel of CDEX's choosing, at
CDEX's own cost.

         10.3  CDEX Indemnification Against Infringement.

                  (a) CDEX shall, at its expense, defend any action brought
against Baxa or its Affiliates, and pay the amount of any adverse final
judgment, to the extent that it is based upon a claim that a Product, CDEX Mark


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or CDEX Promotional Materials infringe any patent, copyright, trademark, trade
secret or other intellectual property right of a Third Party. Baxa shall provide
CDEX prompt notice in writing of any such action and permit CDEX to answer and
defend such claim or action with counsel of CDEX's choosing. Baxa shall provide
CDEX with such information and assistance and cooperation as CDEX reasonably
requests, at CDEX's expense, to help CDEX defend such action. CDEX shall have
the right to enter into a bona fide settlement or compromise of any action
described in this Section 10.3(a); provided, that if it is reasonable to assume
that a settlement or compromise of the action shall adversely affect Baxa, CDEX
shall not settle or compromise the action without the written consent of Baxa,
which consent shall not be withheld unreasonably.

                  (b) In the event an action is brought pursuant to Section
10.3(a) above with respect to a Product, CDEX may, at its expense, either: (i)
procure for Baxa the right to continue to offer to sell and sell the allegedly
infringing Product; or (ii) replace or modify the Product with a product that is
not subject to a claim of alleged infringement, but which product is an
equivalent product to the Product.

                  (c) In the event of any pending or threatened action of the
type described in Section 10.3(a), CDEX shall have, in addition to its
obligations under Sections 10.3(a) and its rights under Section 10.3(b), the
right to remove an allegedly infringing Product, but only if CDEX demonstrates
to Baxa's reasonable satisfaction that the remedies under Section 10.3(b) are
unavailable to CDEX on commercially reasonable terms.

                  (d) CDEX shall have no obligation or liability for any
infringement action to the extent such action is based on: (i) the use by Baxa
or any Third Party not under CDEX's control, other than Third Parties who are
parties to contracts with CDEX, of any Product, any CDEX Promotional Material or
any CDEX Mark in violation of this Agreement; or (ii) the combination by Baxa of
any Product with any other product not provided by CDEX; unless CDEX would be
directly liable to the claiming party on its own account as a direct or indirect
infringer due to such combination; or (iii) the adaptation or modification of
any Product, or any CDEX Promotional Material by Baxa, where the original
Product or CDEX Promotional Material would not have been subject to a valid
claim of infringement.

                  (e) The rights and remedies granted to Baxa under this Section
10.3 constitute Baxa's and its Affiliates' sole and exclusive remedy against
CDEX officers, agents and employees for any and all claims of infringement of
intellectual property rights arising in connection with the sale, offer of sale,
distribution or use of the Products or any other item provided by CDEX under
this Agreement, including claims for indemnification or contribution with
respect to any infringement of the rights of a Third Party, whether arising
under statutory or common law or otherwise.

         10.4  Insurance. During the term of this Agreement, CDEX and Baxa each
shall maintain its own respective product liability insurance with respect to
the Products, in such amounts and with such scope of coverage as each Party
reasonably determines are adequate to cover such Party's likely obligations
under this Agreement and as are appropriate for companies of like size, taking
into account the scope of activities contemplated herein. In the alternative,
Baxa may elect to self-insure all or part of the limits described above under a
self-insurance program customary for the industry in which Baxa does business.


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                      ARTICLE 11 CONFIDENTIAL INFORMATION

         11.1  Confidentiality. The Parties acknowledge that during the Term
each of them shall exchange Confidential Information pertaining to their
performance hereunder. The disclosure and use of any such Confidential
Information shall be governed by the provisions of this Article 11. Each Party
shall use Confidential Information of the other Party only for the purpose of
the activities contemplated by this Agreement and shall not disclose such
Confidential Information to a Third Party except in accordance with the
provisions of this Agreement. This provision shall remain in effect for the Term
of this Agreement and for a period of five (5) years after termination or
expiration of this Agreement, and indefinitely, with respect to any trade
secrets.

         11.2  Permitted Disclosures. Notwithstanding, the above, nothing
contained in this Agreement shall preclude CDEX or Baxa from utilizing or
disclosing to others its Confidential Information or utilizing Confidential
Information received from the other Party as may be required: (a) for regulatory
compliance purposes subject to requesting confidential treatment; (b) for audit,
tax or customs purposes subject to requesting confidential treatment; (c) by law
or judicial order, with the consent of the other Party, which consent shall not
be withheld unreasonably, in each case subject to Section 11.4.

         11.3  Public Announcements. Neither Party shall make any public
announcements concerning this Agreement, nor make any public statement which
includes the name of the other Party or otherwise use the name of the other
Party in any public statement or document, without the consent of the other
Party, which consent shall not be withheld unreasonably, except: (a) as may be
required legally by law or judicial order; or (b) either Party may include in a
subsequent public statement or document, information regarding the Agreement
which has already been approved for public disclosure or publicly disclosed by
the other Party. In addition, CDEX shall be entitled to issue a press release,
subject to Baxa's consent which shall not be unreasonably withheld, following
the execution of this Agreement identifying the relationship established between
the parties pursuant to this Agreement, and containing a high level description
of the material business terms of this Agreement (excluding pricing terms).

         11.4  Confidential Treatment. If either Party is required to make any
disclosure permitted to be made under Section 11.2 or any other government
filing relating to this Agreement, such Party shall seek confidential treatment
for the sensitive terms and conditions of this Agreement, including without
limitation pricing and minimum purchase requirements, to the extent permitted by
the Securities Exchange Commission ("SEC") or other governmental agency or
self-regulatory organization to which such Party provides a copy of this
Agreement. Prior to seeking confidential treatment from the SEC or any other
governmental agency or self-regulatory organization for any such document, such
Party shall provide the other Party and the other Party's counsel with a copy of
the document redacted as the filing Party wishes to file such document, shall
consult with the other Party and the other Party's counsel and shall provide
them with a reasonable opportunity to request the inclusion of specified
provisions in any request by such Party for confidential treatment and the
placement of a restrictive legend on each disclosure made.


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                                   ARTICLE 12

                                      [ * ]

                            ARTICLE 13 MISCELLANEOUS

         13.1  Relationship of the Parties. The relationship of the Parties
under this Agreement is that of independent contractors. Nothing contained in
this Agreement shall be construed so as to constitute the Parties as partners,
joint ventures or agents of the other. Neither Party has any express or implied
right or authority under this Agreement to assume or create any obligations or
make any representations or warranties on behalf of or in the name of the other
Party or its Affiliates.

         13.2  Assignment. Neither Party may assign its rights or obligations
under this Agreement without the prior written consent of the other Party, which
consent shall not be withheld unreasonably; provided, however, that either Party
may assign this Agreement, in whole or in part, without such consent, to an
Affiliate of such Party or, in whole, to a Third Party that acquires
substantially all of the assets of a Party to which this Agreement relates, upon
written notice to the other Party of any such assignment and such Party hereby
guarantees the performance of any such assignee. No assignment shall relieve any
Party of responsibility for the performance of any obligation which such Party
may have or incur hereunder.

         13.3  Binding Effect. This Agreement shall be binding upon and inure to
the benefit of each of the Parties and such Party's successors and permitted
assigns.

         13.4  Entire Agreement. This Agreement, including the Exhibits, which
are incorporated herein by reference, set forth the entire understanding of the
Parties concerning the subject manner hereof and supersedes all written or oral
prior agreements or understandings with respect thereto.

         13.5  Governing Law. This Agreement and the legal relations between the
Parties hereunder shall be construed, interpreted and governed by the law of the
State of New York, without regard to its conflict of laws principles (other than
Section S-1401 of the New York General Obligations Law).

         13.6  Dispute Resolution.

                  (a) Except as provided in (b) below, any dispute, controversy
or claim arising out of or relating to this Agreement, or the breach thereof,
which in the view of either Party cannot be settled amicably, shall be finally
settled under the Commercial Rules (the "Rules") of the American Arbitration
Association (the "AAA") by three arbitrators, at least one of whom shall be an
attorney with substantial knowledge of New York law and substantial experience
in arbitrating commercial disputes under the Rules. Each party shall appoint one

  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.

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arbitrator who together shall appoint the third arbitrator. However, if the two
arbitrators fail to appoint a third arbitrator within 30 days from the date when
the claimant's request for arbitration has been served on the other party, the
third arbitrator shall be appointed by the AAA in accordance with the Rules.
Unless otherwise agreed by the parties, the arbitration proceedings shall be
held in New York. The award rendered by the arbitrators shall be final and
binding upon the parties thereto, and judgment upon the award may be entered in
any court of competent jurisdiction. The fees and costs of the arbitrators and
the AAA shall be borne equally by the parties participating in the arbitration.
No punitive damages may be awarded in connection with any such arbitration.

                  (b) The Parties may institute an action in a court of
competent jurisdiction only with respect to (i) an action to obtain a
preliminary injunction or other equitable relief pending the outcome of an
arbitration proceeding commenced as provided herein, (ii) an action to compel
arbitration as provided herein, or (iii) an action to enforce an award obtained
in an arbitration proceeding in accordance herewith.

         13.7  Notices. All notices hereunder shall be in writing and shall be:
(a) delivered personally; (b) mailed by registered or certified mail, postage
prepaid, return receipt requested; (c) sent via a nationally-known overnight
courier or express mail; or (d) sent by facsimile followed by a confirmation
copy, to the following addresses of the respective Parties:

                    If to Baxa:

                          Baxa Corporation
                          1445 Grasslands Drive
                          Englewood, Colorado 80112-3903
                          Attn:  Vice President of Finance
                          Fax No.: _______________________

                    If to CDEX:

                          CDEX, Inc.
                          4555 S. Palo Verde
                          Tucson, AZ 85711
                          Attn: Shaun Priest
                          Fax No.:404-529-4469

         Notice shall be deemed received: (i) upon receipt if personally
delivered; (ii) on the third Business Day following the date of mailing if sent
by registered or certified mail; (iii) on the second Business Day following the
date of delivery if sent by express mail, or sent by overnight courier; and (iv)
on the first Business Day following the date of transmission if sent by
facsimile. Receipt may be evidenced by return receipt or the regular business
records of the United States Postal Service or overnight courier. A Party may
change its address listed above by sending notice that complies with this
Section to the other Party.


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         13.8  Force Majeure. Neither Party shall be in breach of this Agreement
for failure to perform any of its obligations hereunder and, the time required
for performance shall be extended for a period equal to the period of such
delay; provided, that such delay has been caused by or is a result of any acts
of God; acts of public enemy; civil strife; wars declared or undeclared;
embargoes; labor disputes, including strikes, lockouts, job actions or boycotts;
fires; explosions; floods; shortages of material or energy; orders by any
government, governmental agency or instrumentality or by any other supervening
unforeseeable circumstances beyond the reasonable control of the Party so
affected. The Party so affected shall: (a) give prompt written notice to the
other Party of the nature and date of commencement of the force majeure event
and its expected duration; and (b) use its reasonable best efforts to relieve
the effect of such cause as rapidly as possible. Notwithstanding the foregoing,
Baxa may terminate this Agreement upon thirty (30) days notice if such event of
force majeure causes a failure to supply by CDEX for a period of one hundred
twenty (120) consecutive days.

         13.9 Severability. If any provision of this Agreement for any reason
shall be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or provision
hereof, and this Agreement shall be interpreted and construed as if such term or
provision, to the extent the same shall have been held to be invalid, illegal or
unenforceable, had never been contained herein and there shall be substituted
for the provision at issue a valid and enforceable provision as similar as
possible to the provision at issue that best meets the Parties' manifested
intent.

         13.10  Interpretation. When a reference is made in this Agreement to
Sections or Exhibits, such references shall be to a Section or Exhibits to this
Agreement unless otherwise indicated. The words "include," "includes" and
"including" when used herein shall be deemed in each case to be followed by the
words "without limitation." The table of contents and headings contained in this
Agreement, if any, have been inserted for convenience of reference only and
shall not be relied upon in construing this Agreement. Use of any gender herein
to refer to any person shall be deemed to comprehend masculine, feminine, and
neuter unless the context clearly requires otherwise.

         13.11 Waiver or Modification of Agreement. No waiver or modification of
any of the terms of this Agreement shall be valid unless in writing and signed
by authorized representatives of both Parties. Failure by either Party to
enforce any of its rights under this Agreement shall not be construed as a
waiver of such rights nor shall a waiver by either Party in one or more
instances be construed as constituting a continuing waiver or as a waiver in
other instances.

         13.12  Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]


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<PAGE>

                                                                  Execution Copy

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the last date signed below.

<TABLE>
<CAPTION>
CDEX, INC.                                                     BAXA CORPORATION


<S>        <C>                                                <C>      <C>
By:        /s/ Gregory Baldwin                                 By:      /s/ Malcolm Philips
           -------------------------------------------                  ---------------------------------------------
Name:      Gregory J. Baldwin                                  Name:    Malcolm H. Philips
           -------------------------------------------                  ---------------------------------------------
Title:     CEO; Chairman                                      Title:    CEO/President
           -------------------------------------------                  ---------------------------------------------
Date:      November 8, 2005                                    Date:    November 8, 2005
           -------------------------------------------                  ---------------------------------------------
</TABLE>





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<PAGE>

                                                                  Execution Copy

                                LIST OF EXHIBITS

Exhibit 1.4           Annual Support

Exhibit 2.1           Excluded Deals





























                                 Exhibit_______


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<PAGE>

                                                                  Execution Copy

                                   Exhibit 1.4

                                 Annual Support

1.  Overview.
In consideration of payment of the annual support charges, CDEX will provide
Baxa with Annual Support for the Products sold by Baxa to its customers. Annual
Support entitles Baxa to receive assistance with Product-related hardware and
software problems via email, telephone and/or other automated processes. Annual
Support is available Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time
excluding holidays. Assistance requested after hours will be handled the next
business day. CDEX will provide responses to specific questions on a best effort
basis only and may not provide resolution to every request for Annual Support.
Annual Support is provided for ongoing use of the hardware and software; it is
not intended to be a substitute for professional services or training necessary
for the implementation, installation or system redesign of the hardware and
software. All other services, including but not limited to, onsite assistance,
custom programming, database and network administration, and custom designed
reports and forms, may be furnished by CDEX pursuant to separate work orders
subject to staff availability, and at CDEX's then current rates and charges.
Annual Support does not include or apply to any products that are not part of
the previously delivered CDEX Products.

2. Annual Support includes:
o Error and bug corrections to Software
o Repair or Replacement of defective hardware caused by manufacturing defect
o 24-hour trouble reporting mechanism
o Each party shall designate a single point of contact for support-related
communications
Exceptions Except as otherwise provided, Annual Support does not include any of
the following:
o Resolution of network, workstation, environmental or other external errors not
directly related to the CDEX Products;
o Support of hardware and software not provided by CDEX;
o Hardware and software modified by other than CDEX or a CDEX authorized agent;
o Support of the CDEX hardware and software being used or hosted in a manner for
which it was not designed.

3.  Term.
For each Baxa customer, Baxa may purchase Annual Support for such customer in
one-year increments commencing at the end of the 90-day warranty period and each
anniversary thereafter, for so long as CDEX continues to offer Annual Support
for the Products. However, purchase of Annual Support for each of Baxa's
customers is mandatory for the first year after expiration of such warranty
period. Thereafter, renewal of Annual Support for such customer is at Baxa's
option.

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<PAGE>

                                                                  Execution Copy

4.  Second Level Support.
CDEX shall provide Annual Support services directly to Baxa, and not to Baxa's
customers. Baxa shall be responsible for providing Annual Support services
directly to its customers, including those obtained through any distributor or
reseller. At intervals of which CDEX may reasonably select, standard updates and
enhancements to the Product, and new releases within the current version of the
software will be provided to Baxa at no additional cost, provided that there are
no past due Annual Support fees for the applicable customer. Such right does not
include the right to receive any new products as designated by CDEX without
additional charge. Updates and enhancements to any customized hardware and
software will be provided to Customer on a bid per project basis. Annual Support
does not include any assistance in the installation of updates or enhancements
to any third-party software required in connection with the CDEX hardware and
software, including the operating system, databases and development languages of
any third-parties.

5.  Corrective Maintenance.
So long as Annual Support is in effect for a customer, if Baxa reports an
alleged Product Error to CDEX, CDEX will perform issue analysis to determine
whether such alleged Error is, in fact, an Error. If CDEX confirms the existence
of an Error, CDEX will use its reasonable efforts to promptly perform Error
correction, provided that: (1) Baxa or its end user customer has previously
installed all corrections, enhancements, updates or other modifications for the
Product that were previously issued to it by CDEX; (2) the Product is used
solely in operating environments and sites for which it was designed and
authorized; (3) no modifications, additions or changes to the Product have been
made or added by Customer or parties other than CDEX or its authorized agents;
(4) the Error is not caused by Customer's use of the Product in an unauthorized
manner; and (5) Customer is using the current version or the immediately
preceding version of the Product software. If said Error is determined to be
caused by any of the preceding conditions, then CDEX shall be entitled to charge
its prevailing rates to investigate and/or correct said Error.

6.  Errors.
 "Error" shall mean a reported, reproducible and verifiable failure of the
Product to operate in substantial conformity with the functional specifications
for that release and version of the Product; provided, however, that any
non-conformity in performance of the Product resulting from any of the reasons
specified in the preceding paragraph or Customer's misuse or improper use of the
Product or using the Product on an unauthorized machine, in an unauthorized
environment or with an unauthorized operating system shall not be considered an
Error.

7.  Warranty Disclaimer.
THE WARRANTY SUPPORT PROVIDED DURING THE INITIAL NINETY-DAY WARRANTY PERIOD (AS
DESCRIBED IN SECTION 4.5 OF THE AGREEMENT) AND THE PROVISION OF ANNUAL SUPPORT
FOR EACH YEAR THAT BAXA PURCHASES ANNUAL SUPPORT FROM CDEX FOR THOSE CUSTOMERS
THAT HAVE PURCHASED SUCH ANNUAL SUPPORT FROM BAXA ARE IN LIEU OF ANY OTHER
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE WARRANTIES
EXPRESSLY SET FORTH IN THIS AGREEMENT. CDEX HEREBY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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<PAGE>

                                                                  Execution Copy

                                   Exhibit 2.1

                                 Excluded Deals

[*]
































  * The omitted information is confidential and is being filed separately with
the Securities and Exchange Commission.


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