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**Exhibit 10.3**

**NON-QUALIFIED STOCK OPTIONAGREEMENTFOR AUSTRALIAN COMPANY EMPLOYEES**

**UNDER OPTIUM CORPORATION2006 STOCK OPTION AND INCENTIVE PLAN**

Pursuant to the OptiumCorporation 2006 Stock Option and Incentive Plan as amended through the datehereof (the “Plan”), Optium Corporation (the “Company”) hereby grants to theOptionee named in the applicable Grant Notice an option (the “Stock Option”) topurchase on or prior to the Expiration Date specified in the Grant Notice allor part of the number of shares of Common Stock, par value $0.0001 per share,of the Company (the “Stock”) specified in the Grant Notice at the OptionExercise Price per Share specified in the applicable Grant Notice subject tothe terms and conditions set forth herein and in the Plan. This Stock Option isnot intended to be an “incentive stock option” under Section 422 of the U.S.Internal Revenue Code of 1986, as amended.

# 1.             Exercisability Schedule.  No portion of this Stock Option may beexercised until such portion shall have become exercisable. Except as set forthbelow, and subject to the discretion of the Committee (as defined inSection 2 of the Plan) to accelerate the exercisability schedulehereunder, this Stock Option shall be exercisable with respect to the number ofOption Shares indicated as vested Option Shares on the dates as set forth onthe applicable Grant Notice. Once exercisable, this Stock Option shall continueto be exercisable at any time or times prior to the close of business on theExpiration Date set forth in the applicable Grant Notice, subject to theprovisions hereof and of the Plan.

# 2.             Manner of Exercise.

## (a)           The Optionee mayexercise this Stock Option only in the following manner: from time to time onor prior to the Expiration Date of this Stock Option, the Optionee may givewritten notice to the Committee of his or her election to purchase some or allof the Option Shares purchasable at the time of such notice. This notice shallspecify the number of Option Shares to be purchased. The Grant Notice specifiesin US dollars, the relevant Option Exercise Price in respect of a Stock Option.Before paying the Option Exercise Price in accordance with this paragraph, theOptionee must contact the Company or its Australian subsidiary to request therelevant Australian dollar equivalent of the Option Exercise Price that is tobe applied at the date of exercise. The Company or its subsidiary will providethis information to an Optionee within a reasonable time of the request by theOptionee.

An Optionee cannot exercise thisStock Option unless either acurrent prospectus is issued by the Company in relation to the Stock Option orthe securities the subject of this Stock Option are in the same class as securities that have been quoted on NASDAQthroughout the 12 month period immediately preceding the exercise date of theStock Option without suspension for more than a total of 2 trading days duringthat period.

Payment of the Option Exercise Price for the OptionShares may be made by one or more of the following methods: (i) in cash,by certified or bank cheque or other instrument acceptable to 

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the Committee; (ii) through the delivery (orattestation to the ownership) of shares of Stock that have been purchased bythe Optionee on the open market or that are beneficially owned by the Optioneeand are not then subject to any restrictions under any Company plan and thatotherwise satisfy any holding periods as may be required by the Committee;(iii) by the Optionee delivering to the Company a properly executed exercisenotice together with irrevocable instructions to a broker to promptly deliverto the Company cash or a cheque payable and acceptable to the Company to paythe option Option Exercise Price, provided that in the event the Optioneechooses to pay the option Option Exercise Price as so provided, the Optioneeand the broker shall comply with such procedures and enter into such agreementsof indemnity and other agreements as the Committee shall prescribe as acondition of such payment procedure; or (iv) a combination of (i), (ii)and (iii) above. The Optionee may also exercise pursuant to a paperless methodif the Company establishes, for itself or using the services of a third party,an automated system, such as a system using an internet website or interactivevoice response. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of theCompany or of the transfer agent of the Option Shares will be contingent uponthe Company’s receipt from the Optionee of full payment for the Option Shares,as set forth above and any agreement, statement or other evidence that theCompany may require to satisfy itself that the issuance of Stock to bepurchased pursuant to the exercise of Stock Options under the Plan and anysubsequent resale of the shares of Stock will be in compliance with applicablelaws and regulations. In the event the Optionee chooses to pay the OptionExercise Price by previously-owned shares of Stock through the attestationmethod, the number of shares of Stock transferred to the Optionee upon theexercise of the Stock Option shall be net of the Shares attested to.

## (b)           The shares of Stockpurchased upon exercise of this Stock Option shall be transferred to theOptionee on the records of the Company or of the transfer agent upon complianceto the satisfaction of the Committee with all requirements under applicablelaws or regulations in connection with such issuance and with the requirementshereof and of the Plan. The determination of the Committee as to such complianceshall be final and binding on the Optionee. The Optionee shall not be deemed tobe the holder of, or to have any of the rights of a holder with respect to, anyshares of Stock subject to this Stock Option unless and until this Stock Optionshall have been exercised pursuant to the terms hereof, the Company or thetransfer agent shall have transferred the shares to the Optionee, and theOptionee’s name shall have been entered as the stockholder of record on thebooks of the Company. Thereupon, the Optionee shall have full voting, dividendand other ownership rights with respect to such shares of Stock.

## (c)           The minimum numberof shares with respect to which this Stock Option may be exercised at any onetime shall be 100 shares, unless the number of shares with respect to whichthis Stock Option is being exercised is the total number of shares subject toexercise under this Stock Option at the time.

## (d)           Notwithstanding anyother provision hereof or of the Plan, no portion of this Stock Option shall beexercisable after the Expiration Date hereof.

# 3.             Termination of Employment.  Subject to paragraph 2(a), if the Optionee’semployment by the Company or a Subsidiary (as defined in the Plan) isterminated, the period 

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within which to exercise the Stock Option may besubject to earlier termination as set forth below.

## (a)           Termination Dueto Death. Subject to paragraph 2(a), if the Optionee’s employmentterminates by reason of the Optionee’s death, any portion of this Stock Optionoutstanding on such date shall become fully exercisable and may thereafter beexercised by the Optionee’s legal representative or legatee for a period of 12months from the date of death or until the Expiration Date, if earlier.

## (b)           Termination Dueto Disability.  If the Optionee’semployment terminates by reason of the Optionee’s disability (as determined bythe Committee), any portion of this Stock Option outstanding on such date shallbecome fully exercisable and may thereafter be exercised by the Optionee for aperiod of 12 months from the date of termination or until the Expiration Date,if earlier. The death of the Optionee during the 12-month period provided inthis Section 3(b) shall extend such period for another 12 months from thedate of death or until the Expiration Date, if earlier.

## (c)           Termination forCause.  If the Optionee’s employmentterminates for Cause, any portion of this Stock Option outstanding on such dateshall terminate immediately and be of no further force and effect. For purposeshereof, “Cause” shall mean a determination by the Company that the Optioneeshall be dismissed as a result of (i) any material breach by the Optionee ofany agreement between the Optionee and the Company; (ii) the conviction of,indictment for or plea of no contest by the Optionee to a crime; or (iii) anymaterial misconduct or willful and deliberate non-performance (other than byreason of disability) by the Optionee of the Optionee’s duties to the Companyor its subsidiaries.

## (d)           Other Termination.  If the Optionee’s employment terminates forany reason other than the Optionee’s death, the Optionee’s disability or Cause,and unless otherwise determined by the Committee, any portion of this StockOption outstanding on such date may be exercised, to the extent exercisable onthe date of termination, for a period of 90 days from the date of terminationor until the Expiration Date, if earlier. Any portion of this Stock Option thatis not exercisable on the date of termination shall terminate immediately andbe of no further force or effect.

The Committee’s determination of the reason fortermination of the Optionee’s employment shall be conclusive and binding on theOptionee and his or her representatives or legatees.

# 4.             Incorporation of Plan.  Notwithstanding anything herein to thecontrary, this Stock Option shall be subject to and governed by all the termsand conditions of the Plan, including the powers of the Committee set forth inSection 2(b) of the Plan. Capitalized terms in this Agreement shall have themeaning specified in the Plan, unless a different meaning is specified herein.

# 5.             Transferability. This Agreement is personal to the Optionee, is non-assignable and is nottransferable in any manner, by operation of law or otherwise, other than bywill or the laws of descent and distribution. This Stock Option is exercisable,during the Optionee’s lifetime, only by the Optionee, and thereafter, only bythe Optionee’s legal representative or legatee.

# 6.             Tax Withholding.  The Optionee shall, not later than the dateas of which the exercise of this Stock Option becomes a taxable event forFederal income tax purposes, pay to the Company or make arrangementssatisfactory to the Committee for payment of any Federal, state, and localtaxes required by law to be withheld on account of such taxable event. TheOptionee may elect to have the minimum required tax withholding obligationsatisfied, in whole or in part, by (i) authorizing the Company to withhold fromshares of Stock to be issued, or (ii) transferring to the Company, a number ofshares of Stock with an aggregate Fair Market Value that would satisfy thewithholding amount due.

# 7.             No Obligation to ContinueEmployment.  Neither the Company norany Subsidiary is obligated by or as a result of the Plan or this Agreement tocontinue the Optionee in employment and neither the Plan nor this Agreementshall interfere in any way with the right of the Company or any Subsidiary toterminate the employment of the Optionee at any time.

# 8.             Notices.  Notices hereunder shall be mailed ordelivered to the Company at its principal place of business and shall be mailedor delivered to the Optionee at the address on file with the Company or, ineither case, at such other address as one party may subsequently furnish to theother party in writing.

# 9.             Provision of Plan to Optionee:  the Company or its Australian subsidiary willprovide the Optionee with a copy of the Plan at no charge within a reasonabletime of a request from an Optionee.

# 10.           Provision of Prospectus:  Unless the securities the subject of thisStock Option are in the same class as securities which have been quoted onNASDAQ throughout the 12 month period immediately preceding the exercise dateof the Stock Option without suspension for more than a total of 2 trading daysduring that period, the Company or its Australian subsidiary will provide theOptionee with a copy of the prospectus in relation to the Stock the subject ofthe Stock Option at no charge, within a reasonable time of a request from anOptionee.

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