Exhibit 10.2


OPTIUM CORPORATION


Employee Notice of Grant of Non-Qualified Stock
Option


Asha
Acharya (the “Optionee”) has been granted
an option (the “Option”) to
purchase certain shares of Optium Corporation  common
stock (the “Stock”) pursuant to the Optium
Corporation 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 its
subsidiaries has not terminated prior to any applicable vesting date, the
shares will vest 25% on [               ,
20    ] and 2.08% monthly thereafter with the final vesting
occurring on [                 ,
20    ]. Fractional shares are not exercisable until
fractional shares equal a whole share.


Under no circumstances
may options granted to any employee of Optium Australia be exercised until the
Corporation’s Common Stock has been publicly quoted on NASDAQ for one year from
the date of grant or another exemption under Australian securities laws is
available.  This Notice and the enclosed Plan, the
Option Agreement, Plan Summary and Final Initial Public Offering Prospectus do
not take into account your individual investment objectives, financial
situation or particular needs. You should obtain independent financial and
taxation advice before making a decision about accepting this grant of
Non-Qualified Stock Options. Please also refer to the Plan Summary for details
of any taxes or stamp duty payable if you accept the offer of Non-Qualified
Stock Options under this Notice.


Upon exercise by the
Grantee, any certificate representing the shares of non-voting common stock
shall bear the following legends:


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


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
AND 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 DISTRIBUTION
AT ANY TIME OR (B) OTHERWISE UNTIL 40 DAYS AFTER CLOSING DATE, EXCEPT IN EITHER
CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (OR RULE 144A OR
TO ACCREDITED INSTITUTIONS IN TRANSACTIONS THAT ARE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES 













 


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


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


By their signatures below, the Company and the
Optionee agree that the Option is governed by this Notice and by the provisions
of the Plan and the Non-Qualified Stock Option Option Agreement, both of which
are attached to and made a part of this document. The Optionee acknowledges
receipt of a copy of the Plan and the Option Agreement, represents that the
Optionee has read and is familiar with their provisions, and hereby accepts the
Option subject to all of their terms and conditions. In the event that there is
a conflict between the Option Agreement and this Notice, the terms of Option
Agreement shall govern. This Notice may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute 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