Exhibit
10.10


 


AMENDMENT
#1 TO JOINT DEVELOPMENT AGREEMENT


 


WHEREAS,
CDx. Inc. ("CDX") and Next Dimension Technologies. Inc. ("NDT") are parties to a Joint Development Agreement
(the "Agreement") executed by the parties on November 1, 2013; and


 


WHEREAS,
pursuant to Paragraph 11.3 of the Agreement. both parties now desire to further modify and amend the Agreement;


 


NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:


 


1.
With respect to Paragraph 2.2. this paragraph shall be deleted in its entirety and replaced with the following:


 


"2.2
Task Authorization. NDT must not undertake any Task as defined in Exhibit A until CDX has provided written authorization
to NDT to do so. Notwithstanding the foregoing. NDT is authorized to undertake Task 1.1. Task 1.2. and Task 2.1 as set forth in
Exhibit A."


 


2.
With respect to Exhibit A, Task 1.1. Task 1.1 shall be deleted in its entirety and replaced with Exhibit A, Task 1.1 attached
hereto.


 


3.With
respect to Exhibit A, Task 2.1. Task 2.1 shall be deleted in its entirety and replaced with Exhibit A, Task 2.1 attached hereto.


 


4.
All remaining terms and conditions of Agreement remain in full  force and effect, as modified and amended hereby and are
hereby ratified by the parties.


 


5.
After full execution of this Amendment #1, the Agreement shall be deemed to include the modifications and amendments herein.


 


IN
WITNESS WHEREOF, the parties have caused this Amendment #1 to be executed by their authorized representatives as of the respective
dates written below.


 





	CDX,
    Inc.	 	Next
    Dimension Technologies, Inc.
	 	 	 	 	 
	By:	/s/
    Daniel Yazbeck	 	By:	/s/
    William Royea
	 	 	 	 	 
	Name:	Daniel
    Yazbeck	 	Name:	William
    Royea
	Title:	CEO	 	Title:	President
	 	 	 	 	 
	Date:	April
    21, 2014	 	Date:	April
    21, 2014




 






    	1



    	 



    

 


Task
1.1: Development of a testing platform for off-site, laboratory-based testing of cannabis


 





	Task objective	
        NDT will develop: (1) a            capable of
        discriminating between 10 different strains of simulated cannabis, (2) a laboratory-based testing system that can be
        interfaced to standard, commercially available measurement instruments and allow testing of the sensor array with samples of
        cannabis flower, and (3) software to control and allow collection of raw data from the laboratory-based testing system. At
        the conclusion of the task, NDT will deliver the laboratory-based testing system to CDX for further testing and data
        collection at an off-site laboratory facility.

	Key deliverables and deadlines	
        ●Development of a sensor
        array that is capable of detecting 3 strains of cannabis (completed by week 13)

         

        ●Development of a sensor
        array that is capable of detecting 10 strains of cannabis (completed by week 30)

         

        ● Development of a laboratory-based
        testing system that can be interfaced to standard, commercially available measurement instruments and allow for testing of the
        sensor array with samples of cannabis flower (completed by week 30)

         

        ●Development of software
        to control and collect raw data from the laboratory-based testing system (completed by week 30)

         

        ●Delivery of an oral
        presentation on the status of the 3-strain sensor array (to be scheduled following week 10)

         

        ●Delivery of an oral
        presentation on the status of the 10-strain sensor array and laboratory-based testing system (to be scheduled following week 30)

         

        ●Delivery of the laboratory
        testing system, associated software, and three (3) sensor arrays to a delivery address to be provided by CDX (shipped by week 30).

	Performance time	30 weeks
	Anticipated start date	November 1, 2013
	Anticipated completion date	May 31, 2014
	Total budget	$
	Payment schedule	
        ●$             upon completion
        of week 22 (due within 10 days of invoice)

         

        ●$             upon shipment
        of laboratory-based testing system (due within 10 days of invoice)

	Disclaimer	NDT will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will be attained.




 






    	2



    	 



    

 


Task 2.1: Development of a novel sampling sub-system for
vapor phase analysis of cannabis vapor


 


	Task
    objective	NDT
                                                                                                                                                                 will design a new sampling sub-system for use in an integrated, portable cannabis detector. The system will consist
                                                                                                                                                                 of: (1)            can be integrated into an electronic readout system,
                                                                                                                                                                 (2) a            (3)
                                                                                                                                                                 a           switch
                                                                                                                                                                 (optional, depending on the overall detector architecture), and (4)  that interfaces to the sensor substrate and
                                                                                                                                                                 provides electrical connection to the readout electronics. A second, alternate design of the substrate and sensor chamber
                                                                                                                                                                 will also be developed. The system will be optimized and tested for cannabis and compounds associated with cannabis. The
                                                                                                                                                                 components for three (3) completed sampling sub-systems will be delivered to CDX for further testing and
                                                                                                                                                                 evaluation.

	Key
    deliverables and deadlines	●Delivery
        of an oral presentation on the design and development of the sampling sub-system (to be scheduled in week 2)

         

        ●Delivery
        of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 6)

         

        ●Delivery
        of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 12)

         

        ●Delivery
        of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 18)

         

        ●Delivery
        of three (3) completed sampling sub-systems along with associated measured performance data to a delivery address to be
        provided by CDX (shipped by week 18).

	Performance
    time	18
    weeks
	Anticipated
    start date	April
    21, 2014
	Anticipated
    completion date	August
    25, 2014
	Total
    budget	$
	Payment
    schedule	●$          upon
        completion of week 6 (due within 10 days of invoice)

         

        ●$          upon
        completion of week 12 (due within 10 days of invoice)

         

        ●$          upon
completion of week 18 (due within 10 days of invoice)

	Disclaimer	NDT
    will use reasonable efforts to achieve performance goals specified by CDX. Notwithstanding, the proposed work is developmental
    in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
    be attained.


 


 


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