EXHIBIT
      10.14

     

    SUBLEASE
      AGREEMENT

     

    THIS
      SUBLEASE AGREEMENT
      (this
“Agreement”),
      made as
      of this 1st day of February, 2007, is by and between Century Capital Associates
      LLC, having an office at 215 Morris Avenue, Spring Lake, New Jersey 07762
      (herein referred to as “Century Capital”), and Scivanta Medical Corporation,
      having an office at 215 Morris Avenue, Spring Lake, New Jersey 07762 (herein
      referred to as “Scivanta”).

     

    WITNESSETH:

     

    WHEREAS,
      Century
      Capital leases from Trillium Partners LLC (herein referred to as “Prime
      Landlord”), those certain premises (herein referred to as the “Premises”)
      described in that certain Lease Agreement (herein referred to as the “Prime
      Lease”) dated November 1, 2005 between Trillium Partners LLC, as the “Landlord”
therein, and Century Capital, as the “Tenant” therein; 

     

    WHEREAS,
      the term
      of the Prime Lease commenced on November 1, 2005 and expires on October 31,
      2010, unless earlier terminated as provided in the Prime Lease; 

     

    WHEREAS,
      Century
      Capital is permitted to sublease and otherwise share the Premises under the
      Prime Lease;

     

    WHEREAS,
      Scivanta
      and Century Capital entered into a Shared Services Agreement on May 1, 2004
      (the
“Shared Services Agreement”), pursuant to which Scivanta subleased a portion of
      the Premises (340 square feet plus access to common areas) and otherwise
      utilized Century Capital’s offices and equipment to conduct
      business;

     

     WHEREAS,
      Scivanta desires to expand its use of the Century Capital office and occupy
      approximately 2,000 square feet and otherwise utilize Century Capital’s offices
      and equipment to conduct business in accordance with and pursuant to the terms
      and conditions set forth in this Agreement; and

     

    WHEREAS,
      the
      parties desire to terminate the Shared Services Agreement and replace it with
      this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants set forth herein, Century Capital and
      Scivanta agree as follows:

     

    1. Termination
      of Shares Services Agreement.
      Century
      Capital and Scivanta hereby terminate the Shared Services Agreement and replace
      it with this Agreement.

     

    2. Representations
      of Century Capital.
      Century
      Capital represents and warrants to Scivanta as follows:

     

    
      	
            	2.1	
              Century
                Capital has delivered to Scivanta a true, correct and complete copy
                of the
                Prime Lease as amended through the date
                hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.2	
              The
                Prime Lease is presently in full force and effect and Century Capital
                is
                not in default under the Prime
                Lease.

            


    

     

    
      	
            	2.3	
              The
                Prime Landlord has consented to the terms of this
                Agreement.

            


    

     

    3. Term.
      The term
      of this Agreement (herein referred to as the “Agreement Term”) shall commence on
      February 1, 2007 (herein referred to as the “Commencement Date”), and shall
      continue until terminated by either party, with or without cause, upon sixty
      (60) days prior written notice, but in no event shall the Agreement Term
      continue past the term of the Prime Lease. 

     

    4. Subleased
      Premises and Equipment.
      Century
      Capital hereby agrees to allow Scivanta to occupy office space approximating
      2,000 square feet (herein referred to as the “Subleased Premises”). Century
      Capital also agrees to allow Scivanta to use certain equipment and services
      as
      an “all-inclusive” arrangement for the Monthly Retainer Fee defined and
      described in Paragraph 5 hereof. The equipment shall include telephones and
      telephone system (including voicemail), photo copier, computer network, office
      furniture and two desktop computers (herein referred to as the “Subleased
      Equipment”). The Subleased Premises and the Subleased Equipment, collectively,
      shall be referred to herein as the “Subleased Premises and
      Equipment.”

     

    5. Rental.
      The
      monthly rental for the Subleased Premises and Equipment shall be Five Thousand
      Dollars ($5,000.00) (herein referred to as the “Monthly Rental Fee”), which
      shall be paid by Scivanta to Century Capital as follows:

     

    
      	
            	5.1	
              Commencing
                February 1, 2007, Scivanta shall pay to Century Capital the Monthly
                Service Fee in the sum of Five Thousand Dollars ($5,000.00), with
                such
                rental fee being payable on the first (1st)
                day of the month for which the rental fee is being
                paid.

            


      	 	 	 


      	 	5.2	 In addition to the Monthly Service
              Fee,
              Scivanta shall be responsible for all utilities, maintenance, condominium
              association maintenance fees and assessments and property taxes associated
              with the Premises.


      	 	 	 


      	 	5.3	 Scivanta shall pay all fees as herein
              provided promptly at the times and in the manner herein specified.
              If any
              amount is not paid within five (5) days after its due date, Scivanta
              shall
              pay interest on such amount from the date on which it was due until
              the
              date on which it is actually paid at the rate of ten percent (10%)
              per
              annum. 


      	 	 	 


      	 	5.4	 If, under any provision of the Prime
              Lease, any additional rent shall be payable by Century Capital to Prime
              Landlord directly attributable to services ordered by or activities
              undertaken by or on behalf of Scivanta in connection with this Agreement
              or on account of Scivanta’s default hereunder, then Scivanta shall pay
              such additional rent on demand by Century Capital. Scivanta may be
              directed by Century Capital to pay such additional rent directly to
              Prime
              Landlord.


      	 	 	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Prime
      Lease; Covenants of the Parties. Except
      to
      the extent not otherwise inconsistent with the agreements and understandings
      expressed in this Agreement or applicable only to the original parties to the
      Prime Lease, the terms, provisions, covenants, and conditions of the Prime
      Lease
      are hereby incorporated herein by reference subject to the following
      understandings:

     

    
      	
            	6.1	
              To
                the extent that any of the Prime Lease sections conflict or are
                inconsistent with the provisions of this Agreement, whether or not
                such
                inconsistency is expressly noted herein, the provisions of this Agreement
                shall in all instances prevail over the Prime
                Lease.

            


    

     

    
      	
            	6.2	
              Century
                Capital agrees to perform all of its obligations under the Prime
                Lease.

            


    

     

    
      	
            	6.3	
              Should
                Century Capital receive a notice of default or any other notice from
                the
                Prime Landlord, Century Capital shall provide prompt notice and forward
                a
                copy of such notice to Scivanta.

            


    

     

    
      	
            	6.4	
              Upon
                the termination of this Agreement, Scivanta shall surrender the Subleased
                Premises and Equipment to Century Capital in the condition in which
                the
                Subleased Premises and Equipment were received from Century Capital
                on the
                Commencement Date, except for ordinary wear and tear and damage by
                casualty or condemnation not the result of the negligent or intentional
                act or omission of Scivanta or its officers, agents, employees and
                invitees. Century Capital shall remain liable to Prime Landlord for
                any
                restoration required under the terms and conditions of the Prime
                Lease.

            


    

     

    
      	
            	6.5	
              If
                the Prime Lease terminates, this Agreement shall terminate and the
                parties
                hereto shall be relieved of any further liability or obligation under
                this
                Agreement.

            


    

     

    7. Brokers.
      Century
      Capital and Scivanta each warrants to the other that no broker, agent, salesman
      or any other person is entitled to a commission or similar fee in connection
      with this Agreement.

     

    8. Use
      of Premises.
      The
      Subleased Premises shall be used and occupied only for office space and for
      no
      other use or purpose.

     

    9. Warranty
      of Quiet Enjoyment.
      So long
      as Scivanta shall observe and perform the covenants and agreements applicable
      to
      it hereunder, Scivanta shall, at all times during the Agreement Term, peacefully
      and quietly have and enjoy the possession of the Subleased
      Premises.

     

    10. Assignment
      and Subletting.
      Scivanta
      shall not assign this Agreement or further sublease, rent or share all or any
      part of the Subleased Premises without the prior written consent of both the
      Prime Landlord and Century Capital. 

     

    11. Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New Jersey.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    12. Notices.
      All
      notices which may or are to be required to be given by either party on the
      other
      hereunder shall be in writing. All notices shall be sent by hand delivery,
      overnight delivery service or United States mail, to the address hereinbelow
      set
      forth for such party, or to such other place as a party may from time to time
      designate in a written notice to the other.

     

    To
      Century Capital:

     

    Century
      Capital Associates LLC

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    Attention:
      Thomas S. Gifford

     

    To
      Scivanta:

     

    Scivanta
      Medical Corporation

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    Attention:
      Allan J. Jones

     

    with
      a
      copy to:

     

    Giordano,
      Halleran & Ciesla, P.C.

    125
      Half
      Mile Road

    P.O.
      Box
      190

    Middletown,
      New Jersey 07748

    Attention:
      Paul T. Colella, Esq.

     

    13. Entire
      Agreement. This
      Agreement is intended to be the sole and complete statement of the obligations
      of the parties as to the Subleased Premises and Equipment and supersedes, as
      of
      the Commencement Date, all previous understandings, negotiations and proposals,
      including the Shares Services Agreement, and may not be altered, amended or
      modified, except in writing, signed by the duly authorized representatives
      of
      the parties.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned representatives of the parties hereto have executed this Agreement
      on behalf of the parties as of the day and year first above
      written.

    
      	 	 	 
	 	
              CENTURY
                CAPITAL ASSOCIATES LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Thomas
              S.
              Gifford 
	 	
              
                

              

              Name: Thomas
                S. Gifford

              Title: Managing
                Member and Vice
                President

            


    

     

    
      	 	 	 
	 	
              SCIVANTA
                MEDICAL CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/s/ Allan
              J.
              Jones 
	 	
              
                

              

              Name: Allan J. Jones

              Title: Controlle

            


    

    
       

    

    
      
        
        

      

      
        4