**Exhibit 10.2**

**OPTIUM CORPORATION**

**Employee Notice of Grant of Non-Qualified StockOption**

AshaAcharya (the “*Optionee*”) has been grantedan option (the “*Option*”) topurchase certain shares of Optium Corporation****commonstock (the “*Stock*”) pursuant to the OptiumCorporation 2006 Stock Option and Incentive Plan, as amended (the “*Plan*”), as follows:

| **Grant Date:**                       |       |                                                                                  |
|---------------------------------------|------------|---------------------------------------------------------------------------------------|
| **Number of Option Shares:**          |       |                                                                                  |
| **Option Exercise Price per  Share:** |       | $    (AU$        as  of Grant Date) |
| **Expiration Date:**                  | ** ** | ** **                                                                            |
| **Tax Status of Option:**             |       | Non-Qualified                                                                         |

 

**Vested Shares:**  Except as provided in Stock Option Agreement,and provided that the Optionee’s employment by the Company or any of itssubsidiaries has not terminated prior to any applicable vesting date, theshares will vest 25% on [               ,20    ] and 2.08% monthly thereafter with the final vestingoccurring on [                 ,20    ]. Fractional shares are not exercisable untilfractional shares equal a whole share.

Under no circumstancesmay options granted to any employee of Optium Australia be exercised until theCorporation’s Common Stock has been publicly quoted on NASDAQ for one year fromthe date of grant or another exemption under Australian securities laws isavailable.**This Notice and the enclosed Plan, theOption Agreement, Plan Summary and Final Initial Public Offering Prospectus donot take into account your individual investment objectives, financialsituation or particular needs. You should obtain independent financial andtaxation advice before making a decision about accepting this grant ofNon-Qualified Stock Options. Please also refer to the Plan Summary for detailsof any taxes or stamp duty payable if you accept the offer of Non-QualifiedStock Options under this Notice.

Upon exercise by theGrantee, any certificate representing the shares of non-voting common stockshall bear the following legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATESECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOTWITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT AN EFFECTIVEREGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 ANDAPPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THEREGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATESECURITIES LAWS.”:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFEREDAND SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO,OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (A) AS PART OF YOUR DISTRIBUTIONAT ANY TIME OR (B) OTHERWISE UNTIL 40 DAYS AFTER CLOSING DATE, EXCEPT IN EITHERCASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (OR RULE 144A ORTO ACCREDITED INSTITUTIONS IN TRANSACTIONS THAT ARE EXEMPT FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES 

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ACT), AND IN CONNECTION WITH ANY SUBSEQUENT SALE BYYOU OF THE SECURITIES REPRESENTED HEREBY IN RELIANCE ON REGULATION S UNDER THESECURITIES ACT DURING THE PERIOD REFERRED TO ABOVE TO ANY DISTRIBUTOR, DEALEROR PERSON RECEIVING A SELLING CONCESSION, FEE OR OTHER REMUNERATION, YOU MUSTDELIVER A NOTICE TO SUBSTANTIALLY THE FOREGOING EFFECT. TERMS USED ABOVE HAVETHE MEANINGS ASSIGNED TO THEM IN REGULATION S OF THE SECURITIES ACT.”

“THE ISSUER WILL REFUSE TO REGISTER ANY TRANSFER OFSECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANTTO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM REGISTRATION; PROVIDED, HOWEVER, THAT IF THE SECURITIES ARE IN BEARER FORMOR FOREIGN LAW PREVENTS THE ISSUER FROM REFUSING TO REGISTER STOCK TRANSFERS,OTHER REASONABLE PROCEDURES ARE IMPLEMENTED TO PREVENT ANY TRANSFER OF ISSUER’SSTOCK NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S.”

By their signatures below, the Company and theOptionee agree that the Option is governed by this Notice and by the provisionsof the Plan and the Non-Qualified Stock Option Option Agreement, both of whichare attached to and made a part of this document. The Optionee acknowledgesreceipt of a copy of the Plan and the Option Agreement, represents that theOptionee has read and is familiar with their provisions, and hereby accepts theOption subject to all of their terms and conditions. In the event that there isa conflict between the Option Agreement and this Notice, the terms of OptionAgreement shall govern. This Notice may be executed in two or morecounterparts, each of which shall be deemed an original, but all of which shallconstitute one and the same document.
| **OPTIUM CORPORATION** |                                                                                                                                                                      |
|------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| By:                    |                                                                                                                                                                      | By: |   |
|                   | Name:                                                                                                                                                                     |   |   |   |
|                   | Title:                                                                                                                                                                    |   |   |   |
|                   | Address:                                                                                                                                                                  | 500 Horizon Drive,  Suite 505 |   | Address: |
|                   | Chalfont, PA 18914                                                                                                                                                        |   |
| ATTACHMENTS:           | Optium Corporation 2006  Stock Option and Incentive Plan, as amended through the Grant Date, Option Agreement,  Plan Summary and Final Initial Public Offering Prospectus |

 

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