EXHIBIT
      10.17

     

    STOCK
      OPTION AGREEMENT

    AND

    NOTICE
      OF GRANT

    


    Date
      of
      Grant: February 5, 2007

     

    Thomas
      S.
      Gifford

    c/o
      Century Capital Associates LLC

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    


    Dear
      Tom:

     

    In
      recognition of your 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 five-hundred thousand
      (500,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per
      share (“Common Stock”), under the Scivanta Medical Corporation 2002 Equity
      Incentive Plan (the “Equity Incentive Plan”).

     

    1. Equity
      Incentive Plan.

     

    The
      Option is a non-qualified stock option (defined as a NSO under the Equity
      Incentive Plan) 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 $.20 (the “Option Price”), which is equal
      to the closing price of Scivanta’s Common Stock on February 5, 2007. 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: 	David R. LaVance
	 	 	
                  President
                    and Chief Executive Officer


                


        

      

    

    


    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 February 5, 2007 and the Option shall expire on and
      may not be exercised after February 5, 2017 (the “Term”), unless such Term is
      reduced or extended as provided for herein or in the Equity Incentive
      Plan.

     

    The
      Shares of Common Stock underlying the Option vest at a rate of 14,000 Shares
      per
      month as of the last day of each calendar month with the first date of vesting
      being February 28, 2007. The vesting of the Shares underlying the Option can
      be
      accelerated as follows: (i) 25,000 Shares upon execution of a Board-approved
      agreement between the Company and a medical device company for the purpose
      of
      collaboration on the development of the Hickey Cardiac Monitoring System (the
      “HCMS”) or the distribution of the HCMS; (ii) 100,000 Shares upon the Company’s
      receipt of approval from the United States Food and Drug Administration to
      market the HCMS; (iii) 50,000 Shares upon the Company’s receipt of cash in the
      amount of $2,000,000 (whether by debt, equity or otherwise) for use in the
      development and/or marketing of the HCMS, the payment of general and
      administrative expenses and for other purposes; (iv) 50,000 Shares upon the
      Company’s acquisition of a product or technology other than the HCMS; and (v)
      50,000 Shares upon the Company’s receipt of cash in the amount of $3,000,000
      (whether by debt, equity or otherwise) for use in the development and/or
      marketing of the HCMS or any other acquired product, the payment of general
      and
      administrative expenses and for other purposes.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Unless
      the Board determines otherwise, upon the termination of your employment with
      Scivanta for any reason whatsoever, including death and disability, your right
      to purchase any Shares underlying the Option which have not vested shall
      terminate and be of no further effect. Any Shares of Common Stock underlying
      the
      Option which have vested at the time your employment with Scivanta terminates,
      for any reason other than death, shall remain subject to purchase through the
      remainder of the Term.

     

    Upon
      your
      death, all vested Shares of Common Stock underlying the Option may be purchased
      by the administrator of your estate for a period of one year following your
      death. Your right to purchase any vested Shares of Common Stock available for
      purchase under the Option which have not been purchased within one year from
      the
      date of your death, shall automatically terminate on the one year anniversary
      of
      your death and be of no further effect.

     

    In
      the
      event of a Change in Control (as defined below) of Scivanta, the Option becomes
      fully vested as of ten days prior to the Change in Control. For purposes of
      the
      Option and this Stock Option Agreement, a Change of Control means any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of Scivanta’s assets to another individual,
      partnership, corporation or other such entity or any other transaction which
      is
      effected in such a way that holders of more than 50% of the shares of Common
      Stock then outstanding are entitled to receive (either directly or upon
      subsequent liquidation) stock, securities or assets of another individual,
      partnership, corporation or other such entity with respect to or in exchange
      for
      their Common Stock.

     

    4. Miscellaneous.

     

    4.01. Non-Qualified
      Stock Option.
      The
      Option is a non-qualified stock option which is not qualified for favorable
      tax
      treatment under Sections 422 or 423 of the Internal Revenue Code of 1986, as
      amended (the “Code”). Scivanta recommends that you consult with your tax advisor
      regarding the tax consequences related to the Option.

     

    4.02. Restrictions
      on Transferability of the Option and Shares.
      The
      Option is not transferable by you except by will or the laws of descent and
      distribution. The Shares to be acquired by you pursuant to the exercise of
      the
      Option have not been registered under the Securities Act of 1933, as amended,
      or
      any state securities act or law, and, as a result, are subject to certain
      restrictions on transfer thereunder.

     

    4.03. Withholding.
      As a
      condition to the issuance of Shares upon the exercise of the Option, Scivanta
      can require you to remit to it the amount which Scivanta has determined must
      be
      withheld in respect of federal or state income or employment taxes attributable
      to any taxable income to be recognized by you in connection with the exercise
      of
      the Option.

     

    4.04. Employment
      Rights.
      No
      provision of this Stock Option Agreement or of the Equity Incentive Plan shall
      give you any right to continue in the employ of Scivanta, create any inference
      as to the length your employment with Scivanta, affect the right of Scivanta
      to
      terminate the employment of you, with or without cause, or give you any right
      to
      participate in any employee welfare or benefit plan or other program of
      Scivanta.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.05. Governing
      Law and Jurisdiction.
      The
      Equity Incentive Plan and this Stock Option Agreement shall be construed and
      their respective provisions enforced and administered in accordance with the
      laws of the State of Nevada.

     

    4.06. Compliance
      with Code Section 409A.
      Notwithstanding any other provision in this Stock Option Agreement or the Equity
      Incentive Plan to the contrary, if and to the extent that Section 409A (“Section
      409A”) of the Code is deemed to apply to the Equity Incentive Plan, this Stock
      Option Agreement or the Option granted hereby, it is the general intention
      of
      Scivanta that the Equity Incentive Plan, this Stock Option Agreement and the
      Option shall comply with Section 409A, related regulations or other guidance,
      and the Equity Incentive Plan, this Stock Option Agreement and the Option shall,
      to the extent practicable, be construed in accordance therewith. 

     

    If
      you
      wish to accept the Option granted hereby pursuant to the terms set forth herein,
      please signify your acceptance by countersigning this Stock Option Agreement
      below where designated. Any comments or questions should be directed to David
      R.
      LaVance, President and Chief Executive Officer at Scivanta Medical Corporation,
      215 Morris Avenue, Spring Lake, New Jersey 07762. The phone number of Scivanta
      is (732) 282-1620.

    
      	 	 	 
	 	
              Very truly yours,

               

              Scivanta Medical Corporation

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              R.
              LaVance    
	 	
              
                

              

              Name: David R. LaVance

              
                Title:
                  President and Chief Executive Officer


              

            


    

     

    
      	By
              the execution hereof, I accept the grant of Option provided for herein
              and
              agree to be bound by the terms and provisions set forth in this Stock
              Option Agreement and the Equity Incentive Plan.	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Thomas
              S. Gifford	 	 	
            
	
              

              Thomas
                S. Gifford

            	 	 	
            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

     

    Date:
      _______ __, 20__

     

    Scivanta
      Medical Corporation

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    Attention:
      David R. LaVance, President and Chief Executive Officer

     

    Dear
      Mr.
      LaVance:

     

    I
      hereby
      exercise the non-qualified stock option (the “Option”) granted to me on February
      5, 2007 for the purchase of ________ shares (the “Shares”) of common stock, par
      value $.001 per share (“Common Stock”), of Scivanta Medical Corporation
      (“Scivanta”). I was granted the Option under the Scivanta Medical Corporation
      2002 Equity Incentive Plan (the “Equity Incentive Plan”). The per share exercise
      price is $.20 (the “Option Price”) and the aggregate Option Price for the Shares
      being purchased is $___________. 

     

    Please
      check the box next to the applicable payment provision:

     

    
      	o	
              As
                full payment for the Shares being purchased, enclosed with this Notice
                of
                Exercise is a personal check or cash in the amount of the aggregate
                Option
                Price of $___________. (Checks
                should be made payable to “Scivanta Medical Corporation”.)
                

            


    

     

    
      	o	
              I
                wish to pay for the Shares being purchased by delivering to Scivanta
                that
                number of Shares of Common Stock which have an aggregate Fair Market
                Value
                (as defined in the Equity Incentive Plan) equal to or greater than
                the
                aggregate Option Price.

            


    

     

    
      	o	
              I
                wish to pay for the Shares being purchased by having Scivanta withhold
                therefrom the number of Shares of Common Stock which have an aggregate
                Fair Market Value equal to or greater than the aggregate Option
                Price.

            


    

     

    I
      agree
      hereby that Scivanta is not required to issue me the Shares to be purchased
      pursuant to my exercise of the Option as provided for in this Notice of
      Exercise, until I have remitted to Scivanta the aggregate amount of any
      applicable withholding taxes which Scivanta has notified me shall be withheld
      in
      connection with the exercise of the Option.

     

    I
      hereby
      understand that the Shares to be acquired by me pursuant to the exercise of
      the
      Option have not been registered under the Securities Act of 1933, as amended,
      or
      any state securities act or law, and, as a result, are subject to certain
      restrictions on transfer thereunder.

    

      
        	
                 

              	
                 

              	
                 

              	
                 

              
	
                
                  

                

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