UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): October 22, 2009

                                    CDEX INC.
             (Exact name of registrant as specified in its charter)

             Nevada                      000-49845             52-2336836
             ------                      ---------             ----------
 (State or other jurisdiction of        (Commission          (I.R.S. Employer
  incorporation or organization)        File Number)        Identification No.)

           4555 South Palo Verde, Suite 123
                   Tucson, Arizona                              85714
                   ---------------                              -----
       (Address of principal executive offices)               (Zip Code)

                                 (520) 745-5172
                               ------------------
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 22, 2009, CDEX, Inc. entered into a FIFTH WAIVER AND AMENDMENT with
GEMINI MASTER FUND, LTD., a Cayman Islands company, to amend its June 25, 2008,
Securities Purchase Agreement, 12% Senior Convertible Note, and Common Stock
Purchase Warrant.

A copy of the form of the Amendment is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein; the summary of this document set
forth above is qualified by reference to such exhibit.


ITEM 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

Exhibit No.                         Exhibit Description
- -----------                         -------------------

10.1         FIFTH WAIVER AND AMENDMENT effective October 1, 2009




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                CDEX INC.

Date: October 26, 2009                          By:  /s/ Stephen McCommon
                                                     ---------------------------
                                                     Stephen McCommon, CFO