**Exhibit 10.4**

**NON-QUALIFIED STOCK OPTIONAGREEMENTFOR 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 above all or part of thenumber of shares of Common Stock, par value $0.0001 per share, of the Company(the “Stock”) specified in the Grant Notice at the Option Exercise Price perShare specified in the applicable Grant Notice subject to the terms andconditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option”under Section 422 of the 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 forth below, and subject to thediscretion of the Committee (as defined in Section 2 of the Plan) toaccelerate the exercisability schedule hereunder, this Stock Option shall beexercisable with respect to the number of Option Shares indicated as vested OptionShares on the dates as set forth on the applicable Grant Notice.  Once exercisable, this Stock Option shallcontinue to be exercisable at any time or times prior to the close of businesson the Expiration 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 on or prior to theExpiration Date of this Stock Option, the Optionee may give written notice tothe Committee of his or her election to purchase some or all of the OptionShares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Sharesmay be made by one or more of the following methods:  (i) in cash, by certified or bank checkor other instrument acceptable to the Committee; (ii) through the delivery(or attestation to the ownership) of shares of Stock that have been purchasedby the Optionee on the open market or that are beneficially owned by theOptionee and are not then subject to any restrictions under any Company planand that otherwise satisfy any holding periods as may be required by theCommittee; (iii) by the Optionee delivering to the Company a properlyexecuted exercise notice together with irrevocable instructions to a broker topromptly deliver to the Company cash or a check payable and acceptable to theCompany to pay the option purchase price, provided that in the event theOptionee chooses to pay the option purchase 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 alsoexercise pursuant to a paperless method if the Company establishes, for itselfor using the services of a third party, an automated 

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system, such as a systemusing an internet website or interactive voice response.  Payment instruments will be received subjectto 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 theOptionee chooses to pay the purchase price by previously-owned shares of Stockthrough the attestation method, the number of shares of Stock transferred tothe Optionee upon the exercise of the Stock Option shall be net of the Sharesattested 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.  Thedetermination of the Committee as to such compliance shall be final and bindingon the Optionee.  The Optionee shall notbe deemed to be the holder of, or to have any of the rights of a holder withrespect to, any shares of Stock subject to this Stock Option unless and untilthis Stock Option shall have been exercised pursuant to the terms hereof, theCompany or the transfer agent shall have transferred the shares to theOptionee, and the Optionee’s name shall have been entered as the stockholder ofrecord on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and otherownership 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.  If the Optionee’s employment by the Companyor a Subsidiary (as defined in the Plan) is terminated, the period within whichto exercise the Stock Option may be subject to earlier termination as set forthbelow.

## (a)           Termination Dueto Death.  If the Optionee’semployment terminates by reason of the Optionee’s death, any portion of thisStock Option outstanding on such date shall become fully exercisable and maythereafter be exercised by the Optionee’s legal representative or legatee for aperiod of 12 months from the date of death or until the Expiration Date, ifearlier.

## (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 Optioneeduring the 12-month period provided in 

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## thisSection 3(b) shall extend such period for another 12 months from the dateof 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 purposes hereof, “Cause” shall mean adetermination by the Company that the Optionee shall be dismissed as a resultof (i) any material breach by the Optionee of any agreement between theOptionee and the Company; (ii) the conviction of, indictment for or plea ofnolo contendere by the Optionee to a felony or a crime involving moralturpitude; or (iii) any material misconduct or willful and deliberatenon-performance (other than by reason of disability) by the Optionee of theOptionee’s duties to the Company.

## (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 that is not exercisable on the date oftermination shall terminate immediately and be 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 the contrary,this Stock Option shall be subject to and governed by all the terms andconditions of the Plan, including the powers of the Committee set forth inSection 2(b) of the Plan.  Capitalizedterms in this Agreement shall have the meaning specified in the Plan, unless adifferent 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, onlyby the Optionee, and thereafter, only by the Optionee’s legal representative orlegatee.

# 6.             Tax Withholding. The Optionee shall, not later than the date as of which the exercise ofthis Stock Option becomes a taxable event for Federal income tax purposes, payto the Company or make arrangements satisfactory to the Committee for paymentof any Federal, state, and local taxes required by law to be withheld onaccount 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 Continue Employment.  Neither the Company nor any Subsidiary isobligated by or as a result of the Plan or this Agreement to continue theOptionee in 

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# 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 or delivered to the Company at itsprincipal place of business and shall be mailed or delivered to the Optionee atthe address on file with the Company or, in either case, at such other addressas one party may subsequently furnish to the other party in writing.

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