EXHIBIT
10.24

     

    Amendment
No. 1 to Service Agreement

    


    The
Service Agreement dated February 1, 2008 entered into between Scivanta Medical
Corporation (“Scivanta”) and Rivertek Medical Systems, Inc. is hereby amended as
follows:

    


    Section 4.01. Charges is
modified to include the following sentence at the end of the
paragraph:    Travel time is billable to Scivanta provided
that the Rivertek personnel is traveling during normal working hours and is not
working on another client.

    


    Exhibit A
to the Service Agreement is replaced in its entirety by the
following:

    


    Dated
April 28, 2008

    


    
      	
              1.

            	
              Description
      of Services:  Management
      of the design, development and testing of Scivanta’s two-balloon
      esophageal catheter system currently know as the Hickey Cardiac Monitoring
      System by Dennis Hepp.

            


    

     

    
      	
              2.

            	
              Acceptance
      Criteria:  The Services shall not be considered complete
      until accepted by Scivanta in accordance with established specifications,
      government regulations, and accepted industry development
      practices.

            


    

     

    
      	
              3.

            	
              Expected
      Duration of Services:  Rivertek will continue to provide
      services on an as-requested
      basis until otherwise notifed by Scivanta in accordance with
      Section 7.01.  Rivertek will be notified of Scivanta’s need for
      services, and the expected duration of those services when the work is
      available.

            


    

     

    
      	
              4.

            	
              Schedule
      of Charges:  This is a time and materials
      contract.  Charges for personnel will be billed at a rate equal
      75% of Rivertek’s standard rates.  It is expected that Dennis
      Hepp will be the sole provider of Rivertek’s services to
      Scivanta.  Mr. Hepp’s current standard rate is $120/hour and his
      discounted rate, which will be the Scivanta’s billing rate, will be
      $90/hour.

            


    

     

    
      	
              5.

            	
              Issuance
      of Warrant:  Scivanta will issue Rivertek a warrant to
      purchase 125,000 shares of Scivanta common stock at an exercise price
      equal to Scivanta’s closing price on the date that this Amendment Number 1
      to the Service Agreement is executed.  The warrant will vest
      pro-rata on a monthly basis over the subsequent 12 month
      period.  The warrant will contain standard anti-dilution clauses
      and will have a 5 year term.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Except as
amended as herein set forth, the said Service Agreement between the parties is
hereby ratified and confirmed and shall continue in force and effect according
to the terms.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Rivertek Medical Systems, Inc.

                            
	 
      	 
      
	
                              By:

                            	
                              /s/
      Dennis G. Hepp

                            
	 
      	
                               Dennis
      G. Hepp

                            
	 
      	
                               Managing
      Director

                            
	 
      	 
      
	
                              Date:
      April 28, 2008

                            
	 
      	 
      
	
                              Scivanta
      Medical Corporation

                            
	 
      	 
      
	
                              By:

                            	
                              /s/
      Thomas S. Gifford

                            
	 
      	
                               Thomas
      S. Gifford

                            
	 
      	
                               Executive
      Vice President and CFO

                            
	 
      	 
      
	
                              Date:
      April 28,
2008

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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