EXHIBIT
10.33

     

    STOCK
OPTION AGREEMENT

    AND

    NOTICE
OF GRANT

    


    Date of
Grant: January 21, 2009

     

    Thomas S.
Gifford

    c/o
Century Capital Associates LLC

    215
Morris Avenue

    Spring
Lake, New Jersey  07762

    


    Dear
Tom:

     

    In
recognition of your continued 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 two-hundred
fifty thousand (250,000) shares (the “Shares”) of Scivanta’s common stock, par
value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation
2007 Equity Incentive Plan (the “Equity Incentive Plan”).

     

    1.           Equity Incentive
Plan.

     

    The
Option is a Nonqualified Option 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 $0.14 (the “Option Price”), which is equal
to the closing price of Scivanta’s Common Stock on January 21,
2009.  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 January 21, 2009 and the Option shall expire on and
may not be exercised after January 21, 2019 (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 as follows:  83,333
Shares vest on December 31, 2009; 83,333 Shares vest on December 31, 2010; and
83,334 Shares vest on December 31, 2011.

     

    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 of Scivanta, the Option becomes fully vested as of ten
days prior to the Change in Control.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.           Miscellaneous.

     

    4.01.  
Nonqualified
Option.  The Option 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.

     

    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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 January
21, 2009 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 2007 Equity Incentive Plan (the “Equity Incentive
Plan”).  The per share exercise price is $0.14 (the “Option Price”)
and the aggregate Option Price for the Shares being purchased is
$___________.

     

    Please
check the box next to the applicable payment provision:

     

    
      	
               ̈

            	
              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”.)

            


    

     

    
      	
               ̈

            	
              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.

            


    

     

    
      	
               ̈

            	
              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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