EXHIBIT
      10.25

     

    


     

    Second
      Addendum to the Technology License Agreement

     

    between

     

    The
      Research Foundation of State University of New York

     

    for
      and on behalf of University at Buffalo

     

    and

     

    Donald
      D. Hickey, M.D.

     

    and

     

    Clas
      E. Lundgren, M.D., Ph.D.

     

    and

     

    Scivanta
      Medical Corporation

     

    This
      Second Addendum (this “Second Addendum”) to the Technology License Agreement (as
      such term is defined below), entered into as of the 23rd day of October, 2008
      (the “Second Addendum Effective Date”), is by and among The Research Foundation
      of State University of New York, for and on behalf of University at Buffalo,
      a
      non-profit corporation organized and existing under the laws of the State of
      New
      York (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren,
      M.D., Ph.D. (a/k/a Claes Lundgren and referenced herein as “Lundgren”) and
      Scivanta Medical Corporation (formerly Medi-Hut Co., Inc.), a corporation duly
      organized under the laws of the State of Nevada, and having its principal place
      of business at 215 Morris Avenue, Spring Lake, New Jersey 07762 (“Licensee”).
      Foundation, Hickey and Lundgren will be collectively referenced herein as
“Licensor.” Capitalized terms used herein, but not otherwise defined herein,
      shall have such meanings as given to such terms in the Technology License
      Agreement.

     

    WHEREAS,
      Licensor and Licensee entered into an exclusive Technology License Agreement
      on
      November 10, 2006, as amended on June 29, 2007 (the “Technology License
      Agreement”), to facilitate the development and commercialization of certain
      technology owned by Licensor so that this technology may be utilized to the
      fullest extent for the benefit of Licensee, Licensor, the inventor(s) and the
      public; and

     

    WHEREAS,
      Licensor and Licensee desire to modify the aforementioned Technology License
      Agreement for the mutual benefit of both parties;

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, and for other good and valuable consideration, the receipt of which
      is
      hereby acknowledged, the parties agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.

            	
              The
                modifications of the Technology License Agreement herein will be
                effective
                as of the Second Addendum Effective Date and will remain in effect
                for the
                duration of the Technology License Agreement unless further modified
                in
                writing by the parties hereto.

            


    

     

    
      	
              2.

            	
              Section
                3.5 of the Technology License Agreement is deleted in its
                entirety.

            


    

     

    
      	
              3.

            	
              A
                new Section 3.10 is added to the Technology License Agreement as
                follows:

            


    

     

    3.10 Cash
      Payment. Licensee
      will pay Hickey a one-time cash payment of $158,438 on or before the date that
      is thirty (30) days after the first commercial sale of a Licensed Product by
      the
      Licensee. If the Licensee fails to make the full payment pursuant to this
      Section 3.10 on or before the due date, then interest shall accrue on any
      outstanding balance at a rate that is equal to the lesser of the maximum rate
      allowed by law or 1.5% per month, but in any case the cash payment and any
      accrued interest must be paid in full no later than December 31,
      2009.

     

    
      	4.	
              A
                new Section 3.11 is added to the Technology License Agreement as
                follows:

            


    

     

    3.11 Stock
      Grant.
      As of
      October 23, 2008,
      the
      Licensee shall issue 1,001,920 shares of its common stock, par value $0.001
      per
      share (“Common Stock”), as follows: (a) 412,860 shares of Common Stock will be
      issued to the Foundation; (b) 162,500 shares of Common Stock will be issued
      to
      Hickey; and (c) 426,560 shares of Common Stock will be issued to Lundgren.
      Each
certificate
      representing the shares of Common Stock to be issued pursuant to this Section
      3.11 will contain a restrictive legend on transfer and the Licensee will have
      no
      obligation to register any of the shares of Common Stock under the Securities
      Act of 1933, as amended.

     

    
      	4.	
              Section
                6.1 of the Technology License Agreement will be deleted in its entirety
                and replaced with the following:

            


    

     

    6.1
       Patent
      Costs Incurred Pre-Effective Date.
      Licensee
      and Licensor agree that as of October 23, 2008 an aggregate of $120,900 has
      been
      paid by the Licensee to the Licensor as reimbursement of Patent Costs incurred
      by the Licensor prior to the Effective Date of the Technology License Agreement.
      The Licensee and Licensor further agree that as of October 23, 2008, the
      remaining amount due from the Licensee to the Licensor for reimbursement of
      Patent Costs incurred by the Licensor prior to the Effective Date of the
      Technology License Agreement is $108,235. This amount will be paid by the
      Licensee to the Licensor as follows: (a) $39,101 will be paid in cash to Hickey
      on or before October 31, 2008; (b) $34,567 will be paid in cash to Lundgren
      on
      or before October 31, 2008; and (c) $34,567 will be paid in cash to Lundgren
      on
      or before February 1, 2009. 

     

    
      	
              5.

            	
              Other
                than as specifically modified in this Second Addendum, all other
                terms,
                conditions and covenants of the Technology License Agreement shall
                remain
                in full force and effect.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned duly authorized representatives of the parties
      have executed this Second Addendum, effective as of the Second Addendum
      Effective Date.

     

    


    
      	
              SCIVANTA
                MEDICAL CORPORATION

            	
              THE
                RESEARCH FOUNDATION OF

            
	
            	
              STATE
                UNIVERSITY OF

            
	
            	
              NEW
                YORK

            
	 	 
	
              By: 
                /s/ David R.
                LaVance               
                

            	
              By: 
                /s/ Woodrow W.
                Maggard             
                

            
	
              David
                R. LaVance

            	
              Woodrow
                W. Maggard

            
	 	 
	
              Title:
                President and Chief Executive Officer

            	
              Title:
                Associate Vice Provost, STOR

            
	 	 
	 	 
	
              DONALD
                D. HICKEY, M.D.

            	
              CLAS
                E. LUNDGREN, M.D., Ph.D.

            
	 	 
	
              By: 
                /s/ Donald D. Hickey, M.D.       
                

            	
              By:
                 /s/ Clas E. Lundgren, M.D.,
                Ph.D.    

            
	
              Donald
                D. Hickey, M.D.

            	
              Clas
                E. Lundgren, M.D., Ph.D.

            


    

    
 

     

    
      
         

      

      
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