**Exhibit 10.3**

**INCENTIVE STOCK OPTION AGREEMENT**

**UNDER THE OPTIUM CORPORATION2006 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.

1.             ExercisabilitySchedule.  No portion of this StockOption may be exercised 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.             Mannerof Exercise.

(a)           The Optionee may exercise this StockOption only in the following manner: from time to time on or prior to the Expiration Date of this StockOption, the Optionee may give written notice to the Committee of his or herelection to purchase some or all of the Option Shares purchasable at the timeof such notice.  This notice shallspecify 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 system, such as a systemusing an internet website or interactive voice response.  Payment instruments will be received subjectto collection.

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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 Stock purchased uponexercise of this Stock Option shall be transferred to the Optionee on therecords of the Company or of the transfer agent upon compliance to thesatisfaction of the Committee with all requirements under applicable laws orregulations in connection with such issuance and with the requirements hereofand of the Plan.  The determination ofthe 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 the Optionee,and the Optionee’s name shall have been entered as the stockholder of record onthe books of the Company.  Thereupon, theOptionee shall have full voting, dividend and other ownership rights withrespect to such shares of Stock.

(c)           The minimum number of shares withrespect to which this Stock Option may be exercised at any one time shall be100 shares, unless the number of shares with respect to which this Stock Optionis being exercised is the total number of shares subject to exercise under thisStock Option at the time.

(d)           Notwithstanding any other provisionhereof or of the Plan, no portion of this Stock Option shall be exercisableafter the Expiration Date hereof.

3.             Terminationof Employment.  If the Optionee’semployment by the Company or a Subsidiary (as defined in the Plan) isterminated, the period within which to exercise the Stock Option may be subjectto earlier termination as set forth below.

(a)           Termination Due to Death.  If the Optionee’s employment terminates byreason of the Optionee’s death, any portion of this Stock Option outstanding onsuch date shall become fully exercisable and may thereafter be exercised by theOptionee’s legal representative or legatee for a period of 12 months from thedate of death or until the Expiration Date, if earlier.

(b)           Termination Due to Disability.  If the Optionee’s employment terminates byreason of the Optionee’s disability (as determined by the Committee), anyportion of this Stock Option outstanding on such date shall become fullyexercisable and may thereafter be exercised by the Optionee for a period of 12months from the date of termination or until the Expiration Date, ifearlier.  The death of the Optioneeduring the 12-month period provided in this Section 3(b) shall extend suchperiod for another 12 months from the date of death or until the ExpirationDate, if earlier.

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(c)           Termination for Cause.  If the Optionee’s employment terminates forCause, any portion of this Stock Option outstanding on such date shallterminate immediately and be of no further force and effect.  For purposes hereof, “Cause” shall mean adetermination by the Company****that theOptionee shall be dismissed as a result of (i) any material breach by theOptionee of any agreement between the Optionee and the Company; (ii) theconviction of, indictment for or plea of nolo contendere by the Optionee to afelony or a crime involving moral turpitude; or (iii) any material misconductor willful and deliberate non-performance (other than by reason of disability)by the Optionee of the Optionee’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, orCause, and unless otherwise determined by the Committee, any portion of thisStock Option outstanding on such date may be exercised, to the extentexercisable on the date of termination, for a period of ninety days from thedate of termination or until the Expiration Date, if earlier.  Any portion of this Stock Option that is notexercisable on the date of termination shall terminate immediately and be of nofurther 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.             Incorporationof Plan.  Notwithstanding anythingherein to the contrary, this Stock Option shall be subject to and governed byall the terms and conditions of the Plan, including the powers of the Committeeset forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified inthe Plan, unless a different meaning is specified herein.

5.             Transferability.  This Agreement is personal to the Optionee,is non-assignable and is not transferable in any manner, by operation of law orotherwise, other than by will or the laws of descent and distribution.  This Stock Option is exercisable, during theOptionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’slegal representative or legatee.

6.             Statusof the Stock Option.  This StockOption is intended to qualify as an “incentive stock option” under Section 422of the Internal Revenue Code of 1986, as amended (the “Code”), but the Companydoes not represent or warrant that this Stock Option qualifies as such.  The Optionee should consult with his or herown tax advisors regarding the tax effects of this Stock Option and therequirements necessary to obtain favorable income tax treatment underSection 422 of the Code, including, but not limited to, holding periodrequirements.  To the extent any portionof this Stock Option does not so qualify as an “incentive stock option,” suchportion shall be deemed to be a non-qualified stock option.  If the Optionee intends to dispose or doesdispose (whether by sale, gift, transfer or otherwise) of any Option Shareswithin the one-year period beginning on the date after the transfer of suchshares to him or her, or within the two-year period beginning on the day afterthe grant of this Stock Option, he or she will so notify the Company within 30days after such disposition.

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7.             TaxWithholding.  The Optionee shall, notlater than the date as of which the exercise of this Stock Option becomes ataxable event for Federal income tax purposes, pay to the Company or makearrangements satisfactory to the Committee for payment of any Federal, state,and local taxes required by law to be withheld on account of such taxableevent.  The Optionee may elect to havethe minimum required tax withholding obligation satisfied, in whole or in part,by (i) authorizing the Company to withhold from shares of Stock to be issued,or (ii) transferring to the Company, a number of shares of Stock with anaggregate Fair Market Value that would satisfy the withholding amount due.

8.             NoObligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result ofthe Plan or this Agreement to continue the Optionee in employment and neitherthe Plan nor this Agreement shall interfere in any way with the right of theCompany or any Subsidiary to terminate the employment of the Optionee at anytime.

9.             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.

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