Amendment No. 1 to Service Agreement
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
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1.
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Description
of Services: Management
of the design, development and testing of Scivanta’s two-balloon
esophageal catheter system currently know as the Xxxxxx Cardiac Monitoring
System by Xxxxxx Xxxx.
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2.
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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.
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3.
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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.
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4.
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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 Xxxxxx
Xxxx will be the sole provider of Rivertek’s services to
Scivanta. Xx. Xxxx’x current standard rate is $120/hour and his
discounted rate, which will be the Scivanta’s billing rate, will be
$90/hour.
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5.
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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.
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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.
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By:
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/s/
Xxxxxx X. Xxxx
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Xxxxxx
X. Xxxx
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Managing
Director
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Date:
April 28, 2008
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Scivanta
Medical Corporation
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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Executive
Vice President and CFO
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Date:
April 28,
2008
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