STOCK OPTION AGREEMENT AND NOTICE OF GRANT

In recognition of your continued service to Scivanta Medical Corporation (“Scivanta”) and to encourage you to continue to take into account the long-term interests of Scivanta, the Board of Directors of Scivanta (the “Board”) has authorized the grant to you of an option (the “Option”) to purchase two-hundred fifty thousand (250,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”).

1.            Equity Incentive Plan .

The Option is a Nonqualified Option and subject to each and every provision of the Equity Incentive Plan which are incorporated by reference herein, as well as the terms and provisions set forth in this Stock Option Agreement and Notice of Grant (this “Stock Option Agreement”).  The Equity Incentive Plan shall govern and be conclusive as to all matters not expressly provided for in this Stock Option Agreement.  In the event of any conflict between the terms of this Stock Option Agreement and the Equity Incentive Plan, the terms of this Stock Option Agreement shall govern.  All capitalized terms contained herein which are not otherwise defined herein shall have the meanings ascribed to them in the Equity Incentive Plan.  By accepting the Option you agree to be bound by the provisions of the Equity Incentive Plan and this Stock Option Agreement.  A copy of the Equity Incentive Plan has been previously provided to you.

2.            Exercise Price and Procedure .

The per share exercise price of the Option is $0.14 (the “Option Price”), which is equal to the closing price of Scivanta’s Common Stock on January 21, 2009.  The Option Price may be adjusted as provided for in the Equity Incentive Plan.  Full payment shall be made for any Shares to be purchased under the Option at the time of exercise of the Option.  Payment for the Shares to be purchased upon the exercise of the Option shall be made by personal check or in cash in an amount equal to the aggregate Option Price.  Alternatively, payment for the Shares to be purchased upon the exercise of the Option may be made by (a) delivery of a number of shares of Common Stock owned by you which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price, or (b) instructing Scivanta to withhold from the Shares deliverable upon exercise of the Option that number of Shares which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.  The portion of any payment in the form of Common Stock which exceeds the aggregate Option Price, will be returned to you in the form of a cash payment.

Subject to the terms of this Stock Option Agreement and the Equity Incentive Plan, the Option shall become exercisable on the date or dates, and subject to such conditions, as are set forth herein.  To the extent that a portion of the Option is or becomes exercisable and is not exercised, such portion shall accumulate and be exercisable by you in whole or in part at any time prior to expiration of the Option, subject to the terms of this Stock Option Agreement and the Equity Incentive Plan.  You expressly acknowledge that the Option may vest and be exercisable only upon such terms and conditions as are provided in this Stock Option Agreement and the Equity Incentive Plan.

To exercise all or any portion of the Option, you must provide to Scivanta (a) written notice of such exercise, which is to include the number of Shares of Scivanta’s Common Stock to be purchased upon such exercise (the “Notice of Exercise”), and (b) payment of the aggregate Option Price as provided above.  A form of Notice of Exercise is attached hereto.  The Notice of Exercise is to be delivered to Scivanta at the following address:

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey  07762

Attn:  Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

Upon the exercise of the Option in whole or in part and payment of the aggregate Option Price in accordance with the provisions of this Stock Option Agreement, Scivanta shall, as soon thereafter as practicable, deliver to you a certificate or certificates for the Shares purchased.

3.             Term and Vesting of Options .

The date of grant of the Option is January 21, 2009 and the Option shall expire on and may not be exercised after January 21, 2019 (the “Term”), un