PROXY

                                   OF COTO LLC


NUMBER  OF  SHARES  750,000

COMMON  STOCK  OF  CDEX-Inc.


Coto, LLC appoints the Board of Directors of CDEX-Inc., a Nevada corporation
(CDEX) as its proxy to act for and on behalf of it to attend shareholders'
meetings, vote, execute consents and otherwise act for it in connection with
such shares in the same manner and with the same effect as if it were personally
present. It is agreed that the authority and rights given to the Board of
Directors of CDEX by Coto, LLC with respect to this proxy are given for good and
valuable consideration (the sufficiency of which is mutually recognized) and are
irrevocable except as to the termination provisions contained in the following
paragraph. In addition, it is agreed that the Board of Directors of CDEX is to
vote the shares of this proxy in accordance with the best interest of CDEX. It
is the intent of both parties that this proxy is in itself a complete and
irrevocable transfer of all voting rights of these shares to the Board of
Directors of CDEX until the termination provisions of the following paragraph
take effect. The Board of Directors of CDEX accepts such appointment.

This proxy shall terminate immediately and automatically as to any shares
covered by this proxy when, as and if any such shares are sold, transferred or
assigned to any party not under the control of Loch or its officers or
directors. No further action shall be necessary to affect such revocation;
however, CDEX and its Board of Directors shall execute any such documents that
may be reasonably requested from time to time by Coto LLC to memorialize such
revocation as to such shares.


Dated as of August 4, 2001


Coto,  LLC                                       CDEX-Inc.


By:___________________________                   By:________________________


Title:__________________________                 Title:_____________________