Exhibit 10.1 FIFTH WAIVER AND AMENDMENT -------------------------- This FIFTH WAIVER AND AMENDMENT ("Amendment") is made effective the 1st day of October, 2009, by and between CDEX Inc., a Nevada corporation ("Company"), and GEMINI MASTER FUND, LTD.,...Fifth Waiver And • October 27th, 2009 • Cdex Inc • Measuring & controlling devices, nec • New York
