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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

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Crow3   Thursday, 10/15/15 06:02:53 PM
Re: Crow3 post# 45597
Post # of 45763 
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.



Effective May 28, 2015, CDEX Inc. (the "Company") entered into a Consulting
Advisory Services Agreement (the "Agreement") with Osprey Capital Advisors, LLC,
a Florida limited liability company (the "Consultant"). The Agreement called for
the Consultant to provide advisory and consulting services to the Company,
including introduction to, and establishing relationships with, individuals and
entities for possible investment in the Company, guidance on markets, product
distribution, employment, board development and related matters, business plan
development, review of the Company's long- and short-term growth objectives,
investor relations and public relations services and the Company's approach to
its business and financial strategy and efforts taken by the Company to date to
develop investor interest. As consideration for such services, the Company
agreed to issue to the Consultant an aggregate of 12 million shares of its Class
A common stock, 7.5 million of such shares were issued upon signing of the
Agreement.


The Agreement had a stated term of 240 days. However, the parties have been
discussing terminating the Agreement at an earlier date. The Company indicated
its desire to terminate the Agreement in a letter to Osprey, requesting the
return of the 7.5 million shares issued under the Agreement to date. Osprey
requested issuance of the 4.5 million shares remaining unissued under the
Agreement. The status of the Agreement is still under discussion.

Ole Crowe
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