EXHIBIT
      10.18

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
      AND
      MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, (II) TO THE EXTENT APPLICABLE,
      RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES
      ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF
      COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
      ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
      AVAILABLE.

     

    SCIVANTA
      MEDICAL CORPORATION

     

    WARRANT

    Common
      Stock, par value $.001 per share

     

    
      	Date of Issue: February 5, 2007	
              Warrant
                to Purchase 
                209,000
                  Shares

              

            


    

     

    THIS
      CERTIFIES THAT,
      for
      value received, Richard E. Otto, or his beneficiaries or assigns, is entitled,
      subject to the provisions of this Warrant (this “Warrant”), to purchase an
      aggregate of 209,000 shares of common stock, par value $.001 per share
      (“Common
      Stock”),
      of
      Scivanta Medical Corporation (the “Company”).
      

     

    The
      number of shares of the Common Stock to be received upon the exercise of this
      Warrant and the payment of the Underlying Share Purchase Price (as hereinafter
      defined) therefor are subject to adjustment from time-to-time as hereinafter
      set
      forth. 

     

    SECTION
      1. Definitions. The
      following terms as used in this Warrant shall have the meanings set forth
      below:

     

    (a) “Assignment
      Form” means the form attached hereto as Exhibit A.

     

    (b) “Affiliate”
      means, with respect to any Person, any other Person directly or indirectly
      controlling (including but not limited to all directors and executive officers
      of such Person), controlled by, or under direct or indirect common control
      with
      such Person. For purposes of this definition, “controlling” (including with its
      correlative meanings, the terms “controlled by” and “under common control with”)
      as used with respect to any Person shall mean the possession, directly or
      indirectly, of the power (i) to vote or direct the vote of ten percent (10%)
      or
      more of the securities having ordinary voting power of a corporation or other
      business entity, or (ii) to direct or cause the direction of the management
      and
      policies of a corporation or other business entity, whether through the
      ownership of securities, by contract of otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) “Associate”
      means, with respect to any Person, (i) a corporation or organization (other
      than
      the Company or a Subsidiary of the Company) of which such Person is an officer
      or partner or is, directly or indirectly, the beneficial owner of ten percent
      (10%) or more of any class of equity securities, (ii) any trust or other estate
      in which such Person has a substantial beneficial interest or as to which such
      Person serves as trustee or in a similar capacity, (iii) any relative or spouse
      of such Person, or (iv) any relative of such spouse who has the same home as
      such Person or who is a director or officer of the Company or any of its
      Subsidiaries.

     

    (d) “Business
      Day” means any day other than a Saturday, a Sunday or a day on which banks are
      required or permitted to be closed in the State of New Jersey.

     

    (e) “Change
      of Control” shall have the meaning set forth in Section 4(b)(i)
      hereof.

     

    (f) “Common
      Stock” shall have the meaning set forth in the introductory
      paragraph.

     

    (g) “Company”
      shall have the meaning set forth in the introductory paragraph, or any successor
      thereof.

     

    (h) “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    (i) “Exercise
      Date” shall mean any date on which the Company shall have received (i) this
      Warrant, together with a Subscription Form duly executed by the Warrant Holder,
      or his, her or its attorney-in-fact duly authorized in writing, and (ii) payment
      in cash, or by check made payable to the Company, of an amount in lawful money
      of the United States of America equal to the Underlying Share Purchase Price,
      plus transfer taxes, if any.

     

    (j) “Issuance
      Date” means February 5, 2007.

     

    (k) “Market
      Price” means, as to any security, the average of the closing prices of such
      security’s sales on all domestic securities exchanges on which such security may
      at the time be listed, or, if there have been no sales on any such exchange
      on
      any day, the average of the highest bid and lowest asked prices on all such
      markets at the end of such day, or, if on any day such security is not so
      listed, the average of the representative bid and asked prices quoted on the
      OTC
      Bulletin Board as of 4:00 P.M., New York time, on such day, or, if on any day
      such security is not quoted on the OTC Bulletin Board, the average of the
      highest bid and lowest asked prices on such day in the domestic over-the-counter
      market as reported by the National Quotation Bureau, Incorporated, or any
      similar successor organization; in each such case averaged over a period of
      ten
      (10) trading days immediately preceding the day as of which “Market Price” is
      being determined. If at any time such security is not listed on any domestic
      securities exchange or quoted on the OTC Bulletin Board or other domestic
      over-the-counter market, the “Market Price” shall be the fair value thereof as
      determined in good faith by a majority of the Company’s Board of Directors
      (determined without giving effect to any discount for minority interest, any
      restrictions on transferability or any lack of liquidity of the Common
      Stock).

     

    (l) “NASDAQ”
      means the National Association of Securities Dealers Automated Quotation
      System.

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    (m) “Person”
      means an individual, partnership, corporation, limited liability company, trust,
      unincorporated organization, joint venture, agency, government or political
      subdivision thereof, or any other entity of any kind.

     

    (n) “SEC”
      means the Securities and Exchange Commission.

     

    (o) “Securities
      Act” means the Securities Act of 1933, as amended.

     

    (p) “Subscription
      Form” means the form attached hereto as Exhibit B.

     

    (q) “Subsidiary”
      means, with respect to the Company, any corporation of which an aggregate of
      fifty percent (50%) or more of the outstanding capital stock having ordinary
      voting power to elect a majority of the board of directors of such corporation
      (irrespective of whether, at the time, capital stock of any other class or
      classes of such corporation shall have or might have voting power by reason
      of
      the happening of any contingency) is at the time, directly or indirectly, owned
      by the Company and/or one or more Subsidiaries of the Company.

     

    (r) “Transfer
      Agent” means the Company or any firm engaged to act as the transfer agent for
      the Company’s Common Stock.

     

    (s) “Underlying
      Share Expiration Date” means the last date on which this Warrant may be
      exercised, which shall be 5:00 p.m., New York City time, on the day before
      the
      date which is five (5) years from the Issuance Date, or if such expiration
      date
      is not a Business Day, at or before 5:00 p.m. New York City time on
      the next following Business Day.

     

    (t) “Underlying
      Share Purchase Price” shall mean the purchase price to be paid upon the exercise
      of this Warrant with respect to the Underlying Shares in accordance with the
      terms hereof, which price shall be $0.20 per Underlying Share, subject to
      adjustment from time to time pursuant to the provisions of Section 4
      hereof.

     

    (u) “Underlying
      Shares” means the 209,000 shares of Common Stock that are the subject of this
      Warrant, subject to adjustment from time to time as provided
      herein.

     

    (v) “Warrant”
      shall have the meaning set forth in the introductory paragraph.

     

    (w) “Warrant
      Holder” means a person or entity in whose name this Warrant shall be either
      initially or subsequently registered upon the books to be maintained by the
      Company for such purpose, and “Warrant Holders” means, collectively, the Warrant
      Holder and all other persons or entities in whose name this Warrant shall be
      either initially or subsequently registered upon the books to be maintained
      by
      the Company for such purpose.

     

    SECTION
      2. Duration,
      Vesting, Expiration and Exercise.

     

    (a) Duration.
      This
      Warrant may be exercised from time to time, upon the terms and subject to the
      conditions set forth herein, at any time on or before the Underlying Share
      Expiration Date. If this Warrant is not exercised in accordance with the terms
      hereof on or before the Underlying Share Expiration Date, the Warrant Holder
      shall no longer be entitled to purchase the Underlying Shares and all rights
      hereunder to purchase such Underlying Shares shall thereupon cease.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (b) Vesting.
      This
      Warrant shall vest as follows:

     

    (i) 100,000
      of the Underlying Shares shall be immediately eligible for purchase on February
      5, 2007; 

     

    (ii) another
      7,250 of the Underlying Shares shall become eligible for purchase on March
      31,
      2007;

     

    (iii) another
      7,250 of the Underlying Shares shall become eligible for purchase on June 30,
      2007;

     

    (iv) another
      7,250 of the Underlying Shares shall become eligible for purchase on September
      30, 2007;

     

    (v) another
      27,250 of the Underlying Shares shall become eligible for purchase on December
      31, 2007;

     

    (vi) another
      20,000 of the Underlying Shares shall become eligible for purchase on December
      31, 2008;

     

    (vii) another
      20,000 of the Underlying Shares shall become eligible for purchase on December
      31, 2009; and

     

    (viii) the
      remainder of the Underlying Shares, totaling 20,000, shall become eligible
      for
      purchase on December 31, 2010.

     

    In
      the
      event a Change of Control occurs, this Warrant shall become fully vested as
      of
      ten (10) days prior to the effective date of the Change of Control.

     

    (c) Expiration.
      Any
      Underlying Shares not vested upon the effective date of the resignation by
      or
      termination of Richard E. Otto as member of the Company’s board of directors,
      shall automatically expire on such date and be of no further force and
      effect.

     

    (d) Exercise.

     

    (i)
      A
      Warrant
      Holder may exercise this Warrant, in whole or in part, to purchase the vested
      Underlying Shares in such amounts as may be elected upon (A) the surrender
      of
      this Warrant to the Company at its corporate office, together with a duly
      executed Subscription Form and the full Underlying Share Purchase Price for
      each
      Underlying Share to be purchased, in lawful money of the United States, or
      by
      check payable in United States dollars to the order of the Company, and (B)
      compliance with and subject to the other conditions set forth
      herein.

     

    (ii)
      Upon
      receipt of this Warrant, together with a duly executed Subscription Form, and
      accompanied by payment of the Underlying Share Purchase Price for the number
      of
      vested Underlying Shares for which this Warrant is then being exercised, the
      Company shall, subject to Section 5(b) hereof, cause to be issued and delivered
      promptly to the Warrant Holder certificates for such shares of Common Stock
      in
      such denominations as are requested by the Warrant Holder in the Subscription
      Form.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (iii)
      In
      case a
      Warrant Holder shall exercise this Warrant with respect to less than all of
      the
      Underlying Shares, the Company will execute a new Warrant, which shall be
      exercisable for the balance of the Underlying Shares that may be purchased
      upon
      exercise of the unexercised portion of this Warrant and shall deliver such
      new
      Warrant to the Warrant Holder. 

     

    (iv)
      This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the Exercise Date, and the Person entitled to receive the vested
      Underlying Shares and any new Warrant representing the unexercised portion
      of
      this Warrant deliverable upon such exercise shall be treated for all purposes
      as
      the holder of such Underlying Shares and new Warrant, respectively, as of the
      close of business on the Exercise Date.

     

    (v)
      The
      Company covenants and agrees that it will pay when due and payable any and
      all
      taxes that may be payable in respect of the issue of this Warrant or the issue
      of any vested Underlying Shares. The Company shall not, however, be required
      to
      pay any tax that may be payable in respect of any transfer by the Warrant Holder
      of this Warrant or any Underlying Shares to any person or entity at the time
      of
      surrender. Until the payment of the tax referred to in the previous sentence
      and
      the presentation to the Company by the Warrant Holder of reasonable proof of
      such payment, the Company shall not be required to issue Underlying Shares
      or a
      new Warrant representing the unexercised portion of this Warrant to any
      transferee.

     

    SECTION
      3. Covenants.

     

    (a) Issuance
      and Sale of Underlying Shares.
      The
      Company covenants that it will at all times reserve and keep available, free
      from preemptive rights, out of its authorized Common Stock, solely for the
      purpose of issuance upon exercise of this Warrant, such number of shares of
      Common Stock as shall equal the aggregate number of the Underlying Shares.
      The
      Company covenants that all shares of Common Stock that shall be issuable upon
      exercise of this Warrant shall, at the time of delivery, be duly and validly
      issued, fully paid, nonassessable and free from all taxes, liens and charges
      with respect to the issue thereof (other than those which the Company shall
      promptly pay or discharge).

     

    (b) Restrictive
      Legend.
      Each
      certificate evidencing shares of Common Stock issued to the Warrant Holder
      following the exercise of this Warrant shall bear the following restrictive
      legend until such time as the transfer of such security is not restricted under
      the federal securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER
      THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
      SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
      REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
      REGISTRATION UNDER THE ACT IS AVAILABLE.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    SECTION
      4. Adjustment
      of Underlying Share Purchase Price and Number of Underlying
      Shares.
      The
      number of Underlying Shares purchasable upon the exercise of this Warrant and
      the payment of the Underlying Share Purchase Price shall be subject to
      adjustment from time to time as follows:

     

    (a)
      Adjustment
      for Stock Splits and Combinations.
      If the
      Company at any time or from time to time after the date of this Warrant shall
      effect a subdivision of the outstanding Common Stock or combines the outstanding
      shares of Common Stock, then, in each such case, the Underlying Share Purchase
      Price in effect immediately prior to such event shall be adjusted so that the
      Warrant Holder shall have the right to purchase the number of shares of Common
      Stock which he, she or it would have had the right to purchase after the event
      had such shares of Common Stock been purchased immediately prior to the
      occurrence of such event. Any adjustment under this Section 4(a) shall become
      effective as of the date and time such subdivision or combination becomes
      effective.

     

    (b)
      Reorganization,
      Reclassification, Consolidation, Merger or Sale.

     

    (i) Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets to another Person or any
      other transaction which is effected in such a way that holders of more than
      fifty percent (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 Person with respect to or in exchange for their shares of
      Common Stock is referred to herein as a “Change
      of Control.”

     

    (ii) Prior
      to
      the consummation of any Change of Control, the Company shall make appropriate
      provisions to insure that the Warrant Holder shall thereafter have the right
      to
      acquire and receive in lieu of or in addition to (as the case may be) the shares
      of Common Stock immediately theretofore acquirable and receivable upon the
      exercise of such Warrant Holder’s rights under this Warrant, such shares of
      Common Stock or other securities as may be issuable or payable with respect
      to
      or in exchange for the number of shares of Common Stock immediately theretofore
      acquirable and receivable upon the exercise of such Warrant Holder’s rights
      under this Warrant.

     

    (c)
      No
      Impairment.
      The
      Company will not, through any reorganization, recapitalization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed hereunder by the
      Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (d)
      Certificate
      of Adjustment.
      In any
      case of an adjustment of the number of shares of Common Stock to be purchased
      under this Warrant, an officer of the Company shall compute such adjustment
      in
      accordance with the provisions hereof and prepare and sign a certificate showing
      such adjustment and shall mail such certificate, by first class mail, postage
      prepaid, to the Warrant Holder at the address of the Warrant Holder set forth
      or
      as provided herein. The certificate shall set forth such adjustment showing
      in
      detail the facts upon which such adjustment, including a statement of the number
      of shares of Common Stock and the type and amount, if any, of other property
      which at the time would be received upon the purchase of the Underlying
      Shares.

     

    (e)
      Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      shares of Common Stock issued or issuable upon the purchase of any shares of
      Common Stock under this Warrant in any manner which interferes with the timely
      purchase of such shares of Common Stock, except as otherwise may be required
      by
      law.

     

    SECTION
      5. Other
      Provisions Relating to Rights of the Warrant Holder.

     

    (a) Warrant
      Holder not a Stockholder.
      The
      Warrant Holder, as such, shall not be entitled to vote or receive dividends
      or
      be deemed a holder of Common Stock for any purpose whatsoever, nor shall
      anything contained in this Warrant be construed to confer upon the Warrant
      Holder, as such, any of the rights of a stockholder of the Company, including,
      but not limited to, the right to vote for the election of directors or on any
      other matter, give or withhold consent to any action by the Company (whether
      upon any recapitalization, issue of stock, reclassification of stock,
      consolidation, merger, conveyance or otherwise), receive notice of meetings
      or
      other action affecting stockholders (except for notices provided for in this
      Warrant), receive dividends or subscription rights, until this Warrant shall
      have been exercised to purchase Underlying Shares, at which time the person
      or
      persons in whose name or names the certificate or certificates for the shares
      of
      Common Stock are registered shall be deemed the holder or holders of record
      of
      such shares of Common Stock for all purposes.

     

    (b) Fractional
      Shares.
      Anything contained herein to the contrary notwithstanding, the Company shall
      not
      be required to issue any fractional shares of Common Stock in connection with
      the exercise of this Warrant. In any case where the Warrant Holder would, except
      for the provisions of this Section 5(b), be entitled under the terms of
      this Warrant to receive a fraction of a share of Common Stock upon the exercise
      of this Warrant, the Company shall, upon the exercise of this Warrant and
      receipt of the Underlying Share Purchase Price, issue the largest number of
      whole shares of Common Stock purchasable upon exercise of this Warrant. The
      Warrant Holder expressly waives his, her or its right to receive a certificate
      of any fraction of a share of Common Stock upon the exercise hereof. However,
      with respect to any fraction of a share of Common Stock called for upon any
      exercise hereof, the Company shall pay to the Warrant Holder an amount in cash
      equal to such fraction multiplied by the Market Price per share of Common
      Stock.

     

    (c) Absolute
      Owner.
      Prior
      to due presentment for registration of transfer of this Warrant, the Company
      may
      deem and treat the Warrant Holder as the absolute owner of this Warrant for
      the
      purpose of any exercise thereof and for all other purposes and the Company
      shall
      not be affected by any notice to the contrary.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    

      SECTION
        6. Division,
        Split-Up, Combination, Exchange and Transfer of Warrants

    

     

    (d) Request.
      Subject
      to compliance with applicable federal and state securities laws, this Warrant
      may be divided, split up, combined or exchanged for other Warrants of like
      tenor
      to purchase a like aggregate number of vested Underlying Shares. If the Warrant
      Holder desires to divide, split up, combine or exchange this Warrant, he, she
      or
      it shall make such request in writing delivered to the Company at its corporate
      offices in Spring Lake, New Jersey, or as otherwise directed by the Company
      in
      writing, and shall surrender the Warrant to be so divided, split up, combined
      or
      exchanged at said office; provided,
      however,
      that if
      this Warrant is divided or split up and any resulting Warrant is to be issued
      in
      the name of a person other than the Warrant Holder, the Warrant Holder must
      comply with the provisions of Section 6(b) hereof. Upon any such surrender
      for a
      division, split-up, combination or exchange, the Company shall execute and
      deliver to the Warrant Holder the new Warrants as so requested. The Company
      may
      require the Warrant Holder to pay a sum sufficient to cover any tax,
      governmental or other charge that may be imposed in connection with any
      division, split-up, combination or exchange of this Warrant. Notwithstanding
      the
      foregoing and anything else herein to the contrary, no portion of this Warrant
      may be transferred if it covers shares of Common Stock which have not yet
      vested. 

     

    (e) Assignment;
      Replacement of Warrant.
      Subject
      to compliance with applicable federal and state securities laws, this Warrant
      as
      it relates to vested Underlying Shares may be sold, transferred, assigned or
      hypothecated by the Warrant Holder at any time, in whole or in part;
provided,
      however,
      the
      Company may, at its sole discretion, request that the Warrant Holder provide
      an
      opinion of counsel, which opinion shall be reasonably satisfactory to counsel
      to
      the Company, that the transfer, assignment or hypothecation qualifies for an
      exemption from registration under the Securities Act. Any division or assignment
      permitted of this Warrant shall be made by surrender by the Warrant Holder
      of
      this Warrant to the Company at its principal office with the Assignment Form
      attached as Exhibit A hereto duly executed, together with funds sufficient
      to pay any transfer tax. In such event, the Company shall, without charge,
      execute and deliver one or more new Warrants in the name of the assignees named
      in such instrument of assignment and the surrendered Warrant shall promptly
      be
      canceled; provided, however,
      if less
      than all of the Underlying Shares are assigned, the remainder of this Warrant
      will be evidenced by a new Warrant. Upon receipt by the Company of evidence
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      and (in the case of loss, theft or destruction) of reasonably satisfactory
      indemnification, and (in the case of mutilation) upon surrender and cancellation
      of this Warrant, the Company will execute and deliver a new Warrant of like
      tenor and date and any such lost, stolen or destroyed Warrant shall thereupon
      become void. Notwithstanding the foregoing or anything else herein to the
      contrary, no portion of this Warrant may be assigned if it covers shares of
      Common Stock which have not yet vested.

     

    SECTION
      7. Other
      Matters.

     

    (a) Taxes
      and Charges.
      The
      Company will from time to time promptly pay, subject to the provisions of
      paragraph (v) of Section 2(d), all taxes and charges that may be imposed upon
      the Company in respect of the issuance or delivery, but not the transfer, of
      this Warrant or the Underlying Shares.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b) Notices.
      Notice
      or demand pursuant to this Warrant to be given or made by the Warrant Holder
      to
      or on the Company or by the Company to or on the Warrant Holder, shall be
      sufficiently given or made if delivered personally or by overnight courier,
      or
      sent by registered or certified mail, postage prepaid, return receipt requested,
      or by facsimile transmission, electronically confirmed and addressed, until
      another address is designated in writing by either the Company or the Warrant
      Holder, as the case may be, as follows:

     

    If
      to the
      Company:

    


    Scivanta
      Medical Corporation

    215
      Morris Avenue

    Spring
      Lake, NJ 07762

    Attention:
      President and Chief Executive Officer

    Telephone
      No.: (732) 282-1620

    Facsimile
      No.: (732) 282-1621

     

    If
      to the
      Warrant Holder:

     

    Richard
      E. Otto

    15
      Fairway Drive

    St.
      Simons Island, GA 31522

    Telephone
      No.: 912-634-7585 

    Facsimile
      No.: 912-634-7586

     

    Except
      as
      otherwise provided herein, notices delivered in accordance with the foregoing
      provisions of this Section 7(b) shall be effective (i) when delivered, if
      delivered personally or by facsimile transmission electronically confirmed,
      (ii)
      one Business Day after being delivered (properly addressed and all fees paid)
      for overnight delivery to a courier (such as Federal Express) which regularly
      provides such service and regularly obtains executed receipts evidencing
      delivery, or (iii) five (5) days after being sent by registered or certified
      mail, postage prepaid, return receipt requested.

     

    (c) Governing
      Law.
      The
      validity, interpretation and performance of this Warrant shall be governed
      by
      the laws of the State of New Jersey, without giving effect to the conflicts
      of
      laws principles thereof. 

     

    (d) Exclusive
      Benefit.
      Nothing
      in this Warrant expressed or nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any Person or corporation other than the Company and the Warrant Holder
      any
      right, remedy or claim hereunder, and all covenants, conditions, stipulations,
      promises and agreements contained in this Warrant shall be for the sole and
      exclusive benefit of such Persons and their successors, survivors and permitted
      assigns hereunder. This Warrant is for the benefit of and is enforceable by
      any
      subsequent Warrant Holder.

     

    (e) Headings.
      The
      article headings herein are for convenience only and are not part of this
      Warrant and shall not affect the interpretation hereof.

     

    *
      * * *
      *

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      Scivanta Medical Corporation has caused this Warrant to be duly executed and
      delivered as of the date first above written.

    
      	 	 	 
	 	
              SCIVANTA
                MEDICAL CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Thomas S. Gifford
	 	
              

              Name: Thomas
                S. Gifford 
                Title: Executive
                  Vice President, 
                   
                    Chief Financial Officer and
                    Secretary

                

              

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        A

       

      ASSIGNMENT
        FORM

       

      For
        value
        received, the undersigned hereby sells, assigns and transfers unto
        ________________, whose address is
        _______________________________________________ and whose social security
        or
        other identifying number is ________________, this Warrant to purchase
        ________________ vested Underlying Shares, and hereby irrevocably constitutes
        and appoints the Secretary of Scivanta Medical Corporation as his, hers or
        its
        attorney-in-fact to transfer the same on the books of the Company with full
        power of substitution and re-substitution. If said number of Underlying Shares
        is less than all of the Underlying Shares purchasable under this Warrant so
        assigned, the undersigned requests that a new Warrant representing the remaining
        Underlying Shares be registered in the name of ________________, whose address
        is ________________, whose social security or other identifying number is
        _______________________, and that such new Warrant be delivered to
        ________________, whose address is
        ________________________________________________.

      
        	 	 	 
	 
 	 
 	 
 
	
                Date:
                  ______________________

              	
              	
                __________________________________________________

              
	 	
                (Signature)

              
	 	
                 

                __________________________________________________

                
                  (Print
                    Name)

                

              


      

       

      Warrant
        Holder: Richard E. Otto

       

      Warrant
        Date: February 5, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      SUBSCRIPTION
        FORM

       

      The
        undersigned hereby irrevocably elects to exercise this Warrant, to purchase
        ________________ vested Underlying Shares and tenders payment herewith in
        the
        amount of $_____. The undersigned requests that a certificate for such
        Underlying Shares be registered in the name of ________________, whose address
        is ________________________________ and whose social security or other
        identifying number is ________________, and that such Underlying Shares be
        delivered to ________________________________, whose address is
        ________________________________. If said number of Underlying Shares is
        less
        than all of the Underlying Shares purchasable under this Warrant, the
        undersigned requests that a new Warrant representing the remaining Underlying
        Shares be registered in the name of ________________, whose address is
        ________________________________ and whose social security or other identifying
        number is ________________, and that such new Warrant be delivered to
        ________________, whose address is
        ________________________________.

      
        	 	 	 
	 
 	 
 	 
 
	
                Date:
                  ______________________

              	
              	
                __________________________________________________

              
	 	
                (Signature)

              
	 	
                 

                __________________________________________________

                
                  (Print
                    Name)

                

              


      

       

      Warrant
        Holder: Richard E. Otto

       

      Warrant
        Date: February 5, 2007