**Exhibit 10.5**

NON-QUALIFIEDSTOCK OPTION AGREEMENTFOR NON-EMPLOYEE DIRECTORS

UNDER OPTIUMCORPORATION2006 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Optium Corporation 2006 Stock Optionand Incentive Plan as amended through the date hereof (the “Plan”), OptiumCorporation (the “Company”) hereby grants to the Optionee named in theapplicable Grant Notice an option (the “Stock Option”) to purchase on or priorto the Expiration Date specified above all or part of the number of shares ofCommon Stock, par value $0.0001 per share, of the Company (the “Stock”)specified in the Grant Notice at the Option Exercise Price per Share specifiedin the applicable Grant Notice subject to the terms and conditions set forthherein and in the Plan.  This StockOption is not intended to be an “incentive stock option” under Section 422 ofthe 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 vestedOption Shares 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 system using an internet website orinteractive voice response.  Paymentinstruments 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 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 transfer and with the requirementshereof and of the Plan.  The determinationof the Committee as to such compliance shall be final and binding on theOptionee.  The Optionee shall not bedeemed 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 as Director. If the Optionee ceasesto be a Director of the Company, the period within which to exercise the StockOption may be subject to earlier termination as set forth below.

## (a)           Termination byReason of Death.  If the Optioneeceases to be a Director by reason of the Optionee’s death, any portion of thisStock Option outstanding on such date may be exercised by his or her legalrepresentative or legatee for a period of 12****monthsfrom the date of death or until the Expiration Date, if earlier.

## (b)           Other Termination.  If the Optionee ceases to be a Director forany reason other than the Optionee’s death, any portion of this Stock Optionoutstanding on such date may be exercised for a period of ninety days from thedate of termination or until the Expiration Date, if earlier.

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# 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.  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.             No Obligation to Continue as a Director.  Neither the Plan nor this Stock Optionconfers upon the Optionee any rights with respect to continuance as a Director.

# 7.             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.

# 8.             Amendment. Pursuant to Section 16 of the Plan, the Committee may at any time amendor cancel any outstanding portion of this Stock Option, but no such action maybe taken that adversely affects the Optionee’s rights under this Agreementwithout the Optionee’s consent.

 

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