EXHIBIT
      10.26

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Executive Employment Agreement (this “Agreement”) is made as of the
      1st
      day of
      January, 2008, by and between Scivanta Medical Corporation, a Nevada corporation
      (the “Company”), and David R. LaVance (the “Executive”).

     

    WHEREAS,
      the
      Company desires to continue to employ the Executive in the capacity and under
      the terms and conditions as are set forth herein; and

     

    WHEREAS,
      the
      Executive desires to continue to be employed by the Company in the capacity
      and
      under the terms and conditions as are set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants, undertakings and
      representations contained herein, and intending to be legally bound thereby,
      the
      Company and the Executive agree as follows:

     

    1.
      Employment.
      The
      Company hereby employs the Executive and the Executive hereby accepts employment
      upon the terms and conditions hereinafter set forth in this
      Agreement.

     

    2.
      The
      Term of Employment.
      Subject
      to the provisions for termination as hereinafter provided, the term of this
      Agreement shall commence as of January 1, 2008 and shall continue for a period
      of three (3) years thereafter through December 31, 2010 (the “Initial Term of
      Employment”). Upon expiration of the Initial Term of Employment, the term of
      this Agreement shall automatically renew for successive one (1) year periods
      (each additional year is a “Successive Term of Employment”), unless otherwise
      terminated as provided for herein. Unless otherwise indicated, the phrase
“Employment Period” shall include the “Initial Term of Employment” and each
“Successive Term of Employment,” if any. 

     

    3.
      Position
      and Duties.
      The
      Executive will be the President and Chief Executive Officer of the Company,
      with
      such powers, duties and responsibilities consistent with the office of president
      and chief executive officer and as otherwise may be described in the Company’s
      By-laws or determined by the Board of Directors of the Company (the “Board”)
      from time to time. The Executive will report directly to the Board.

     

    During
      the Employment Period, the Executive shall faithfully perform and discharge
      the
      above described duties and responsibilities and, except for reasonable
      vacations, holidays and absences due to illness taken in accordance with the
      Company’s policies, shall devote the necessary time, energy, skills and
      attention to the business of the Company in order to fully and adequately
      perform such duties and responsibilities

     

    4.
      Services
      as a Director.
      The
      Executive agrees to serve as a director of the Company, if elected by the
      shareholders. If requested by the Board, the Executive agrees to serve as an
      officer and/or director of any subsidiary or other affiliated entity of the
      Company, if any. The Executive is not entitled to compensation for service
      as a
      director of the Company, or as an officer and/or director of any of the
      Company’s subsidiaries or other affiliated entities. The Executive is entitled
      to be reimbursed for reasonable expenses incurred in connection with the
      Executive’s service as a director of the Company, or as an officer and/or
      director of any subsidiary or affiliated entity of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      Principal
      Places of Business.
      While
      employed by the Company, the Executive’s principal places of business shall be
      in both 2409 Heartley Drive, Raleigh, North Carolina and 215 Morris Avenue,
      Spring Lake, New Jersey, in such proportions of his time as the Executive shall
      reasonably determine, and such other places of business as may be mutually
      agreed upon by the Executive and the Company.

     

    6.
      Base
      Salary and Benefits.
      In
      consideration of the services to be rendered by the Executive and the
      Executive’s acceptance of the terms and conditions of this Agreement, the
      Company shall pay the Executive an annual base salary of $275,000, subject
      to
      any withholding required by law. The Executive’s annual base salary during the
      Employment Period shall be paid bi-weekly in twenty-six (26) equal installments.
      The Executive’s annual base salary shall be reviewed annually by the
      Compensation Committee of the Board (the “Compensation Committee”) and may be
      increased, but not decreased, at the discretion of the Compensation
      Committee.

     

    In
      addition, the Company agrees to provide certain benefits to the Executive during
      the Employment Period, which includes a comprehensive medical package, dental
      insurance, long-term disability coverage, a 401(k) Savings Plan/Profit Sharing
      Plan and a Section 125 Cafeteria Plan. During the Employment Period, the
      Executive also shall be entitled to vacation days in accordance with the
      Company’s policies, and shall be eligible to participate in any other benefit,
      health and retirement plans or programs not already provided for herein, which
      may be established from time to time by the Company for the benefit of its
      employees. All benefits plans provided by the Company to its employees may
      be
      amended or discontinued in the sole discretion of the Company.

     

    7.
      Bonuses.
      The
      Executive will be eligible for an annual performance bonus based on the
      achievement of certain performance objectives (to be determined by the
      Compensation Committee and the Executive). The annual performance bonus will
      be
      based on the Company’s and Executive’s performance during each calendar year the
      Agreement is in effect and will be awarded in December of the applicable bonus
      year. At the sole discretion of the Compensation Committee, other bonuses may
      be
      awarded to the Executive during the Employment Period. 

     

    8.
      Expenses.
      The
      Executive is authorized to incur ordinary, necessary and reasonable expenses
      in
      the course of the Company’s business. Upon incurring the aforementioned
      expenses, the Company shall reimburse the Executive for such expenses in full
      every month, unless the expenses have been paid directly by the Company, upon
      presentation by the Executive of an itemized account of the expenses in a manner
      prescribed by the Company, together with all appropriate receipts required
      in
      order to permit such payments as proper deductions to the Company under the
      Internal Revenue Code of 1986, as amended (the “Code”), and the rules and
      regulations adopted pursuant thereto now or hereafter in effect.

     

    
      
        
        

      

      
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    9. Termination
      of Employment.

     

    (a)  Termination
      for “Good Cause”:

     

    The
      Board
      may terminate the Executive’s employment at any time for “Good Cause” and
      without liability except as specifically provided for herein. For purposes
      of
      this Agreement, the term “Good Cause” includes: (i) the conviction of the
      Executive of the commission of a felony; (ii) the Executive's willful gross
      misconduct; (iii) the Executive's willful gross neglect of duties; or (iv)
      the
      Executive's willful dishonesty towards, fraud upon, or deliberate injury or
      attempted deliberate injury to the Company. 

     

    In
      the
      event that the Company terminates the Executive for “Good Cause,” the Company
      shall pay the Executive: (i) all earned but unpaid annual base salary to the
      date of termination; (ii) any reasonable and necessary business expenses
      incurred by the Executive in connection with his duties hereunder; and (iii)
      any
      accrued vacation or sick time. Any monies owed Executive pursuant to this
      Section 9(a) shall be paid in full within thirty (30) days of the termination
      of
      Executive’s employment for “Good Cause.”

     

    (b)  Termination
      without “Good Cause”:

    


    In
      the
      event that the Company terminates the Executive for any reason other than “Good
      Cause,” the Company shall pay to the Executive: (i) an amount equal to the
      Executive’s annual base salary in effect on the date of termination (subject to
      Section 11); (ii) all earned but yet unpaid annual base salary to the date
      of
      termination; (iii) any reasonable and necessary business expenses incurred
      by
      the Executive in connection with his duties hereunder; and (iv) any accrued
      vacation and sick time. In addition, if the Company terminates the Executive
      for
      any reason other than “Good Cause,” all stock options held by the Executive
      shall vest as of the date of termination. Any monies owed Executive pursuant
      to
      this Section 9(b) shall be paid in full within thirty (30) days of the
      termination of Executive’s employment without “Good Cause.”

     

    (c) Termination
      by Executive for “Good Reason”:

    


    In
      the
      event Executive terminates his employment with the Company for “Good Reason” (as
      defined below), the Company shall pay to the Executive: (i) an amount equal
      to
      the Executive’s annual base salary in effect as of the date of termination
      (subject to Section 11); (ii) all earned but yet unpaid annual base salary
      to
      the date of termination; (iii) any reasonable and necessary business expenses
      incurred by the Executive in connection with his duties hereunder; and (iv)
      any
      accrued vacation and sick time. In addition, if the Executive terminates his
      employment with the Company for “Good Reason,” all stock options held by the
      Executive shall vest as of the date of termination. Any monies owed Executive
      pursuant to this Section 9(c) shall be paid in full within thirty (30) days
      of
      Executive’s termination of his employment with the Company for “Good
      Reason.”

     

    For
      purposes of this Agreement, “Good Reason” shall mean: (i) a change materially
      adverse to the Executive in the nature or scope of his position, authorities,
      powers, functions, responsibilities (including reporting responsibilities)
      or
      duties; (ii) the Executive’s principal place of business shall be moved more
      than thirty (30) miles from 2409 Heartley Drive, Raleigh, North Carolina or
      215
      Morris Avenue, Spring Lake, New Jersey, without his consent; or (iii) the
      Company’s breach of any material provision of this Agreement continuing for more
      than thirty (30) days after written notice thereof from the
      Executive.

     

    
      
        
        

      

      
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    10.
      Change
      of Control.
      If a
      Change of Control (as defined below) shall occur, and (a) the Company or any
      successor thereto shall terminate the Executive’s employment within one hundred
      and eighty (180) days before or after the effective date of the Change of
      Control for any reason other than “Good Cause,” and at the time of such
      termination a Change of Control was being considered by the Company, or (b)
      the
      Executive elects to terminate his employment with the Company or any successor
      thereto within one hundred and eighty (180) days before or after the effective
      date of the Change of Control for “Good Reason,” and at the time of such
      termination a Change of Control was being considered by the Company, the
      Executive shall be entitled to: (i) all earned but yet unpaid annual base salary
      to the date of the Change of Control; (ii) any reasonable and necessary business
      expenses incurred by the Executive in connection with his duties hereunder;
      (iii) any accrued vacation and sick time; and (iv) an amount equal to two (2)
      times the sum of (x) the Executive’s annual base salary in effect immediately
      prior to the date the Executive’s employment with the Company terminates, and
      (y) and amount which is the lesser of (1) $150,000 and (2) the aggregate amount
      of any bonuses paid to the Executive during the twelve (12) months prior to
      the
      earlier of (A) the effective date of the Change of Control and (B) the date
      the
      Executive’s employment with the Company terminates; provided,
      however,
      that if
      the Executive’s employment was terminated within one hundred and eighty (180)
      days before the effective date of the Change of Control or the Executive elects
      to terminate his employment with the Company within one hundred and eighty
      (180)
      days before the effective date of the Change of Control for “Good Reason,” the
      Executive shall be entitled to the foregoing payment, less the amount paid
      to
      the Executive pursuant to Section 9(b) or 9(c) of this Agreement, as the case
      may be, and subject to the Executive entering into and not revoking the Release
      (as defined in Section 11 hereof). Any monies owed Executive pursuant to this
      Section 10 shall be paid in full within thirty (30) days of the termination
      of
      Executive’s employment in connection with a Change of Control or, if the
      Executive’s employment terminated prior to the Change of Control, shall be paid
      in full within thirty (30) days of the effective date of the Change of
      Control.

     

    “Change
      of Control” shall mean: (i) the acquisition by any person, entity or group of
      persons or entities acting in concert of securities representing fifty percent
      (50%) or more of the combined voting power of the Company’s then outstanding
      securities, whether acquired in one transaction or a series of transactions;
      (ii) a merger, consolidation or similar transaction which results in the
      Company’s stockholders immediately prior to such transaction not holding
      securities representing fifty percent (50%) or more of the total voting power
      of
      the outstanding securities of the Company or its successor; or (iii) a sale
      of
      all or substantially all of the Company’s assets (other than to an entity owned
      by the Company or under common ownership with the Company).

     

    11.
      Release.
      Notwithstanding anything else herein to the contrary, the payment to be paid
      by
      the Company to the Executive pursuant to Section 9(b)(i), 9(c)(i) or 10(iv)
      of
      this Agreement, is subject to the Executive entering into and not revoking
      a
      commercially reasonable release of claims in favor of the Company (the
“Release”). The Release shall include an affirmation of the restrictive
      covenants set forth in Sections 13, 14 and 15 hereof and a non-disparagement
      provision. Pursuant to the Release, the Executive will release the Company
      from
      any claims, whether arising under federal, state or local statute, common law
      or
      otherwise, that the Executive may have against the Company and which have arisen
      on or before the date of the Release, other than any rights to indemnification
      pursuant to any provisions of the Company’s Articles of Incorporation and
      By-laws or any directors and officers liability insurance policies maintained
      by
      the Company. If the Executive fails or otherwise refuses to execute the Release
      within a reasonable time after the Company’s request to do so, the Executive
      shall not be entitled to any of the payments referenced in this Section
      11.

     

    
      
        
        

      

      
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    12.
      Excise
      Tax.
      In the
      event that the payments and other benefits provided for in this Agreement
      constitute “parachute payments” within the meaning of Section 280G of the Code
      and will be subject to the excise tax imposed by Section 4999 of the Code (the
      “Excise Tax”), then the Executive’s severance benefits payable under the terms
      of this Agreement will be either (a) delivered in full, or (b) delivered as
      to
      such lesser extent which would result in no portion of such severance benefits
      being subject to the Excise Tax, whichever of the foregoing amounts, taking
      into
      account the applicable federal, state and local income taxes and the Excise
      Tax,
      results in the receipt by the Executive, on an after-tax basis, of the greatest
      amount of severance benefits, notwithstanding that all or some portion of such
      severance benefits may be taxable under Section 4999 of the Code. Unless the
      Company and the Executive otherwise agree in writing, any determination required
      under this Section 12 will be made in writing by the Company’s independent
      public accountants (the “Accountants”), whose determination will be conclusive
      and binding upon the Executive and the Company for all purposes. For purposes
      of
      making the calculations required by this Section 12, the Accountants may make
      reasonable assumptions and approximations concerning applicable taxes and may
      rely on reasonable, good faith interpretations concerning the application of
      Section 280G and 4999 of the Code. The Company and the Executive will
      furnish to the Accountants such information and documents as the Accountants
      may
      reasonably request in order to make a determination under this Section 12.
      The
      Company will bear all costs the Accountants may reasonably incur in connection
      with any calculations contemplated by this Section 12.

     

    13.
      Covenant
      Not to Compete.
      The
      Executive hereby agrees that (a) during the Employment Period and (b) for one
      year after the termination of Executive’s employment with the Company, for
      whatever reason whatsoever, Executive shall not, directly or indirectly, be
      employed by, provide consulting services to or have any ownership interest
      (as a
      stockholder, partner or otherwise) in any Competing Business; provided,
      that
      nothing in this Section 13 shall prohibit the Executive from acquiring up to
      5%
      of any class of outstanding equity securities of any Competing Business whose
      equity securities are regularly traded on a national securities exchange or
      in
      the “over-the-counter market,” so long as such investment does not interfere
      with the Executive’s duties and obligations to the Company as determined by the
      Company in its sole discretion. For purposes of this Section 13, a “Competing
      Business” is a business which the Company has engaged in or has actively
      investigated engaging in at any time during the twelve (12) months prior to
      the
      termination of the Executive’s employment.

     

    14.
      Covenant
      Not to Solicit.
      The
      Executive agrees that (a) during the Employment Period, and (b) for a period
      of
      three (3) years after the Employment Period, the Executive will not recruit
      any
      employee of the Company or solicit or induce, attempt to solicit or induce,
      or
      assist in the solicitation or inducement of any employee of the Company to
      terminate his or her employment, or otherwise cease his or her relationship,
      with the Company, or solicit, divert or take away, or attempt to solicit, divert
      or take away, the business or patronage of any of the clients, customers or
      accounts of the Company that were served by the Company while the Executive
      was
      employed by the Company.

     

    
      
        
        

      

      
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    15.
      Confidential
      Information and Materials.
      The
      Executive acknowledges that by reason of the Executive’s employment with the
      Company, the Executive has and will hereafter, from time to time during the
      Employment Period, become exposed to and/or become knowledgeable about
      proposals, plans, inventions, practices, systems, programs, subscriptions,
      strategies, formulas, processes, methods, techniques, research, records,
      suppliers, sources, customer lists, billing information, any other form of
      business information and any trade secrets of every kind and character, whether
      or not they constitute a trade secret under applicable law, which are not known
      to the Company’s competitors and which are kept secret and confidential by the
      Company (the “Confidential Information”). The Executive therefore agrees that at
      no time during or after the Employment Period will he disclose or use the
      Confidential Information or materials to or with any person, firm, business,
      corporation, association, or other entity for any reason or purpose except
      as
      may be required in the prudent course of business for the sole benefit of the
      Company, or as may be required by a court order or by law.

     

    16.
      Company
      Property.
      All
      correspondence, memoranda, notes, records, reports, plans, price lists, customer
      lists, financial statements, catalogs, computer programs, disks, tapes, other
      papers and other medium on or by which Confidential Information is stored,
      received or made by the Executive in connection with his employment by the
      Company shall be the property of the Company and shall be delivered to the
      Company upon the termination of his employment or at any other time upon request
      of the Company.

     

    17.
      Equitable
      Remedies.
      The
      Company and the Executive confirm that the restrictions contained in Sections
      13, 14, 15 & 16 hereof are, in view of the nature of the business of the
      Company, reasonable and necessary to protect the legitimate interests of the
      Company and that any violation of any provisions of Sections 13, 14, 15 & 16
      will result in irreparable injury to the Company. Therefore, the Executive
      hereby agrees that in the event of any breach or threatened breach of the terms
      or conditions of this Agreement by the Executive, the Company’s remedies at law
      will be inadequate and, in any such event, the Company shall be entitled to
      commence an action for preliminary and permanent injunctive relief and other
      equitable and monetary relief in any court of competent
      jurisdiction.

     

    18.
      Costs.
      If
      litigation is brought to enforce or interpret any provision contained herein,
      the court shall award reasonable attorneys’ fees and disbursements to the
      prevailing party as determined by the court.

     

    19.
      Severability.
      If any
      provision of the Agreement or application thereof to any person or circumstance
      is adjudicated to be invalid or unenforceable in a jurisdiction, such invalidity
      or unenforceability shall not affect any other provision or application of
      this
      Agreement, which can be given effect without the invalid or unenforceable
      provision or application and shall not invalidate or render unenforceable such
      provision or application in any other jurisdiction.

     

    
      
        
        

      

      
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    20.
      Entire
      Agreement; Amendments.
      This
      Agreement contains the entire agreement between the parties hereto with respect
      to the subject matter hereof and supersedes all prior and contemporaneous
      agreements and understandings, oral or written, with respect to the subject
      matter hereof. This Agreement may not be changed, amended or modified orally,
      but may be changed only by an agreement in writing signed by the party against
      whom any waiver, change, amendment, modification or discharge may be
      sought.

     

    21.
      Survival
      of the Company's Obligations.
      This
      Agreement shall be binding upon and inure to the benefit of the executors,
      administrators, heirs, successors and assigns of the parties; provided,
      however,
      that
      this Agreement shall not be assignable by the Executive.

     

    22.
      Governing
      Law; Consent to Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey without application of its conflict of laws rules. The
      Executive hereby submits to the exclusive jurisdiction and venue of the courts
      of the State of New Jersey or the United States District Court for the District
      of New Jersey for purposes of any legal action.

     

    23.
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which taken
      together shall constitute one and the same agreement.

     

    24.
      Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be sent
      by
      overnight courier or certified or registered mail, return receipt requested,
      postage prepaid, as follows:

     

    
      	
              If
                to the Company:

            	
              Scivanta
                Medical Corporation

            
	 	
              215
                Morris Avenue

            
	 	
              Spring
                Lake, NJ 07762

            
	 	
              Attention:
                Thomas S. Gifford

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Paul
                T. Colella, Esq.

            
	 	
              Giordano,
                Halleran & Ciesla, P.C.

            
	 	 
	 	
              U.S
                Postal Service Address:

            
	 	
              P.O.
                Box 190

            
	 	
              Middletown,
                New Jersey 07748

            
	 	 
	 	
              or

            
	 	 
	 	
              Hand
                Delivery and Overnight Service Address:

            
	 	
              125
                Half Mile Road

            
	 	
              Red
                Bank, New Jersey 07701

            
	 	 
	
              If
                to the Executive:

            	
              David
                R. LaVance

            
	 	
              2409
                Heartley Drive

            
	 	
              Raleigh,
                NC 27615

            


    

     

    
      
        
        

      

      
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    Notices
      may be sent to such other address as either party may designate in a written
      notice served upon the other party in the manner provided herein. All notices
      required or permitted hereunder shall be deemed duly given and received on
      the
      next business day, if delivery is by overnight courier, or the second day next
      succeeding the date of mailing, if delivery is by registered mail.

     

    25.
      Headings.
      The
      Section headings herein are for convenience only and shall not affect the
      interpretation or construction of this Agreement.

     

    26.
      Further
      Assurances.
      Each
      party shall cooperate with and take such action as may be reasonably requested
      by the other party in order to carry out the provisions and purposes of this
      Agreement.

     

    [Signature
      Page Follows.]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Executive Employment Agreement as of
      the
      date first provided above.

     

    
      	 	 	
              The
                Company

            
	 	 	
              (Scivanta
                Medical Corporation)

            
	 	 	 
	
              By:

            	 	
              /s/
                Thomas S. Gifford

            
	
              Name:

            	 	
              Thomas
                S. Gifford

            
	
              Title:

            	 	
              Executive
                Vice President, Chief Financial Officer and Secretary

            
	 	 	 
	 	 	 
	 	 	
              Executive

            
	 	 	
              (David
                R. LaVance)

            
	 	 	 
	 	 	
              /s/
                David R. LaVance

            
	 	 	
              David
                R. LaVance

            


    

    


    
      
        
        

      

      
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