Exhibit 10.11


 


AMENDMENT
#2 TO JOINT DEVELOPMENT AGREEMENT


 


WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. (“NDT”) are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1 to the Joint Development Agreement executed by the parties
on April 21. 2014 (the “Agreement”); 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, Task 1.3, 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, Exhibit A is amended to include Task 1.3 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 #2, the Agreement shall be  deemed to include the modifications and amendments
herein.


 


IN
WITNESS WHEREOF, the parties have caused this Amendment #2 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:	President	 	Title:	President
	 	 	 	 	 
	Date:	July
    1, 2014	 	Date:	July
    1, 2014


 






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


 


	Task
    objective	NDT
    will develop: (I) 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. By the conclusion of the
    task, NDT will deliver two laboratory-based testing systems to CDX for further testing and data collection.
	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).

         

        

        ● Delivery
        of a second laboratory testing system and associated software, to a delivery address to be provided by CDX (shipped by
        week 41).

	Performance
    time	41
    weeks
	Anticipated
    start date	November
    1, 2013
	Anticipated
    completion date	August
    15, 2014
	Total
    budget	$             
	Payment
    schedule	● $             
    upon completion of week 22 (due within 10 days of invoice)
	 	● $             
        upon shipment off first laboratory-based testing system (due within 10 days of invoice)

         

        ● $             
        upon shipment off second 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.





 






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Task
1.3: Fabrication and delivery of a prototype detection system for sensor evaluation


 


	Task
    objective	NDT
    will fabricate a                       readout system for the evaluation of NDT chemiresistive sensors. At the conclusion of the task, NDT will
    deliver a prototype to CDX for further testing and data collection. Two additional prototype systems will be retained by NDT
    as replacements for damaged units lent to CDX under a Joint Development Agreement executed by the parties on November 1, 2013.
	Key
    deliverables and deadlines	● Fabrication
        and delivery of three (3) sensor chambers (first unit to be delivered on or before August 11, 2014; second unit to be
        delivered on or before August 18, 2014; third unit to be delivered on or before September 19, 2014)

         

        ●
        Fabrication         of 3 prototype
                              
        (on or before September 19, 2014)

         

        ●
        Delivery         of one (1) prototype
                              
        CDX (on or before September 19, 2014)

	Performance
    time	12
    weeks
	Anticipated
    start date	July
    1, 2014
	Anticipated
    completion date	September
    19, 2014
	Total
    budget	$
               
	Payment
    schedule	● $
                upon delivery of prototype 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.


 


 


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