Exhibit 10.1


[CONFIDENTIAL TREATMENT REQUESTED- [xxxx] INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.]


PROCUREMENT
AGREEMENT BETWEEN

OPTIUM CORPORATION

AND

SCIENTIFIC-ATLANTA, INC.


THIS
PROCUREMENT AGREEMENT (“Agreement”) is effective as of the 17th
day of May, 2007 (the “Effective Date”) by and between Optium Corporation, a
Delaware corporation with its principal place of business at 500 Horizon Drive,
Suite 505, Chalfont, PA 18914 (“Optium”), and Scientific-Atlanta, Inc., a
Georgia corporation with its principal place of business at 5030 Sugarloaf
Parkway, Lawrenceville, Georgia 30044 (“Scientific-Atlanta” or “S-A”).


W
I  T  N  E  S  S  E  T  H
:


WHEREAS, S-A
desires to purchase from Optium, and Optium desires to sell and provide to S-A,
quantities of certain Products (as defined below) which S-A intends to sell,
and may in the future sell, to its customers;


NOW
THEREFORE, for and in consideration of the promises and
covenants contained herein, the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


1.                                      DEFINITIONS


As used in this
Agreement, the following terms have the meanings indicated below:


1.1.                            “Acceptance Test” means the set of
tests to be mutually agreed upon to verify compliance of the Products with the
Specifications.


1.2.                            “Affiliate” of a specified person
means a person or entity that directly, or indirectly through one or more
intermediaries, controls, is controlled by, is under common control with, such
person. For purposes of this Agreement, control shall be presumed if a person
owns, directly or indirectly, 40% or more of the beneficial ownership of such
person.


1.3.                            “Agreement” means this Procurement
Agreement and all Exhibits attached hereto.


1.4.                            “Contact Person” shall be the
respective employee for each party as set forth at Section 2, or as may be
later amended by written notice:


1.5.                            “Delivery” means delivery by
Optium at its continental United States factory of the Product to the carrier
designated by S-A in its Purchase Order. All delivery terms are ExWorks Optium’s
factory in the continental United States.


1.6.                            [xxxx]


1.7.                            “Initial Commercial Shipment”
means the shipment of the first production unit of the Products.


SCIENTIFIC-ATLANTA PROPRIETARY INFORMATION


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1.8.                            “IPRs” or “Intellectual Property Rights” means all
rights listed below which have been, or will be, acquired or otherwise secured
by either party before or during the Term of this Agreement, anywhere in the
world:


a.               All right, title
and interest in and to all letters patent and applications for letters patent,
industrial models, industrial designs, petty patents, patents of importation,
utility models, certificates of invention, and other indicia of invention
ownership, including any such rights granted upon any reissue, division,
continuation or continuation-in-part applications now or hereafter filed; and


b.              All right, title and
interest in and to all trade secret rights arising under the common law, state
law, federal law or the laws of any foreign country; and


c.               All right, title
and interest in and to all semiconductor mask work rights, all design rights
and all copyright rights and all other literary property and author rights; and


d.              All right, title and
interest in all know-how and show-how.


1.9.                            [xxxx]


1.10.                     “Non-Disclosure Agreement” has the
meaning in Section 16.


1.11.                     “Non-Standard Materials” means
materials, parts or components intended by a party to be incorporated into a Product,
such that such material, part or component would not be normally incorporated
into another readily salable Product or product of the party.


1.12.                      “Optium” means Optium Corporation
and its Affiliates.


1.13.                     “Prices” means the prices of the
Products set forth in Exhibit A hereto. Prices for the products and any new
Products that the parties agree to add to the Agreement after the Effective Date
shall comply with and be subject to Sections 2.3, 3.3, 4.1 and 6, and may be
revised by the parties payment to Sections 2.3 and 6.


1.14.                     “Price Schedule” means the Prices
set forth in Exhibit B attached hereto and as may be revised pursuant to
Section 6 of Exhibit D, which Schedule shall be amended to reflect pricing for
all new Products that the parties agree to add to the Agreement after the date
hereof.


1.15.                      “Products” mean the products
listed as such on Exhibit A hereto, as such Exhibit may be modified from time
to time by agreement of the parties, in writing.


1.16.                     “S-A” means Scientific-Atlanta,
Inc. and its Affiliates.


1.17.                      “Scheduled Delivery Date” means
the mutually agreeable date for delivery of Products at the destination
designated in a Purchase Order.


1.18.                      “Specifications” means the
specific electrical, mechanical, environmental reliability, packaging and
packing and other requirements of the Products and set forth in Exhibit B, as
such Specifications may change from time to time by mutual agreement of the
parties.


1.19.                     “Term” means the period that
commences on the Effective Date and, subject to the provisions of Section 14,
terminates three (3) years from the Initial commercial Shipment.


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1.20.                     “Warranty Period” shall have the
meaning ascribed thereto in Section 12.


2.                                      INTERACTION
AND TECHNICAL SUPPORT


2.1                               Scientific-Atlanta
and Optium each will designate a point of contact that will coordinate
activities between the two companies. Either party may change its designee from
time to time by notifying the other party in writing. The designees shall have
the right from time to time, by mutual agreement, to add, delete or substitute
Products, which may be effected through a letter signed by both designees. Throughout
the Term, senior management of the parties shall meet with each other no less
frequently than quarterly to review business and market conditions, current
technology development, future research and development plans and resolve any
open issues. In addition, Optium will provide application engineering support
to S-A. This support shall be at Optium’s expense.


2.2                               In
addition, upon reasonable request from S-A, Optium shall station a technically
professional person in a S-A facility in an office provided by S-A. The purpose
shall be to provide direct support for all technical and product issues in the
event that S-A reasonably believes that such support is necessary to ensure
conformance of the Products with the Specifications. Except for office space,
this support shall be at Optium’s expense.


2.3                               
Optium and S-A hereby agree to periodically review this Agreement and to
negotiate pricing and other terms in good faith to reflect market conditions
and other relevant factors relating to market conditions.


3.                                      PRODUCTS


3.1.                            In
addition to the Products identified on Exhibit A, Optium shall sell to S-A such
other Products as may be added to Exhibit A by mutual written agreement of the
parties.


3.2.                            Optium
shall make available to S-A the type and volume of Products ordered on a Most
Favored Customer basis at the applicable Prices. Except as provided for in this
Agreement (including without limitation pursuant to this paragraph and Exhibit C)
S-A shall be under no obligation to purchase Products.


3.3.         [xxxx]


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3.4.                            Products
shall be privately labeled with the name “Scientific-Atlanta” and/or such logos
or other names as specified by S-A. S-A shall have the right to modify such
appearance specification upon reasonable advance notice and its agreement to
reimburse Optium for its additional reasonable out-of-pocket costs relating to
such modification. Any Product or portion thereof bearing the “Scientific-Atlanta”
name, color (that is specified as part of the private labeling specification)
or logo which is not purchased by S-A under this Agreement shall not be
sold by Optium during or after the Term of this Agreement, unless the “Scientific-Atlanta”
name, color (that is specified as part of the private labeling specification)
and logo are fully deleted, obliterated or masked from such Product or portion
thereof. If the “Scientific-Atlanta” name or logo cannot be fully
deleted, obliterated or masked from any portion of the Product such Product
units shall be destroyed by Optium. S-A will indemnify Optium against any third
party claims of infringement based upon use, in accordance with this Section
3.4, of the S-A logo and colors.


3.5.                            Optium
must notify S-A [xxxx] in advance of any planned discontinuance (“Discontinuance Notice Period”) of any
Product and provide S-A an opportunity to place a last time buy purchase order.
S-A shall issue its last time buy purchase order, if any, at least [xxxx] prior
to the end of the Discontinuance Notice Period and request only Delivery Dates
within the then-current applicable Product lead time. After discontinuance of
Product, Optium will provide continued support and repair services for a period
of [xxxx] after Product discontinuance.


4.                                      PURCHASE
PROCEDURES AND PURCHASE ORDERS


4.1.                            The
terms and conditions of this Agreement, together with the terms and conditions
contained in Exhibit C shall govern the sale of Products by Optium to
Scientific-Atlanta. S-A shall notify Optium of its desire to order Products by
issuing Purchase Order(s) for Products. “Purchase Order” means a purchase order
for the Products issued by S-A under this Agreement, which Purchase Order shall
specify the Prices for the Products and other terms and conditions of this
Agreement. Each Purchase Order shall make reference to this Agreement and shall
contain the following information relative to the purchases made under this
Agreement: description of the Product being purchased (including part number
and revision level if applicable), quantity purchased, routing instructions,
requested delivery date, destination, confirmation of price and any other
special shipping instructions. All Purchase Orders and cancellations thereof
issued hereunder shall be in writing, delivered to the Contact Person (or as
otherwise directed by the Contact Person) and shall be governed by the terms
and conditions of this Agreement notwithstanding any contrary or additional
terms or conditions contained in any Purchase Order or other shipping document,
invoice or acknowledgment thereof, except to the extent that such contrary or
additional terms and conditions are acknowledged and accepted in writing by
authorized representatives of both parties.


4.2.                            Optium
shall be authorized to and shall begin producing the Products upon acceptance
of a Purchase Order from S-A for the Products.


4.3.                            Optium
shall have three (3) business days from receipt of a Purchase Order to accept or
reject such Purchase Order. If S-A does not receive any notice of acceptance or
rejection from Optium within such three (3) business day period, Optium shall
have been deemed to accept the Purchase Order. Any notices of rejection must
clearly state the reasons for such rejection and shall be binding upon S-A upon
receipt.


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4.4.                            Unless
otherwise mutually agreed, Purchase Orders for Products shall be issued by S-A
in accordance with the lead times set forth in Section 5.


4.5.                            Purchase
orders may not be cancelled within [xxxx] of the Scheduled Delivery Date;
however, S-A may reschedule line items on a purchase order, provided S-A
provides a notice at least a [xxxx] prior to the Scheduled Delivery Date and
any rescheduled Delivery Date is within [xxxx] of the prior Scheduled Delivery
Date.


5.                                      FORECASTS
AND LEADTIMES


5.1.                            S-A
will provide Optium with a non-binding [xxxx] forecast on a [xxxx] basis. Optium
shall make commercially reasonable efforts, but have no obligation or liability,
to deliver quantities in excess of the amount on the rolling forecast.


5.2.                            Optium
will commit to delivery lead times not to exceed [xxxx] as long as the Purchase
Order quantity does not exceed forecasted volumes for the same family of
products. Optium will use commercially reasonable efforts to maintain lead
times that do not exceed [xxxx]. “Commercially Reasonable Efforts” shall mean,
with respect to the efforts to be expended by a party with respect to any
objective, reasonable, diligent, good faith efforts to accomplish such
objective as such party would normally use to accomplish a similar objective
under similar circumstances. [xxxx].


5.3.                            At S-A’s option, Optium agrees to stage
inventory at S-A’s customer’s location in sufficient quantities to support [xxxx]
forecasted demand. S-A will notify
Optium when products are removed from the consignment location in order to
trigger invoicing.


5.4.                            [xxxx]


6.                                      PRICING


6.1.                            Subject
to the other provisions of this Agreement, the Prices which Optium agrees to
charge and S-A agrees to pay for the Products are pursuant to Section 2.3, 3.3,
4.1 and this Section 6.


6.2.                            S-A
will review and reasonably approve the engineering changes that will reduce
costs. Optium and S-A will consider loosening the specs over time to assist in
reducing price. Optium and S-A hereby agree to review pricing periodically and
to negotiate pricing to reflect market conditions and other relevant factors
relating to market conditions.


6.3.                            Prices
include all costs of packaging and packing the Products for shipment and all
taxes except sales, use and other such similar taxes imposed upon the sale or
transfer to S-A of material purchased hereunder. Any sales, use or like taxes
required to be paid by S-A shall be specifically listed in the appropriate
invoices. S-A shall have no liability for such sales, use or like taxes if it
has complied with the statutory resale tax certificate requirements of states
where appropriate. S-A shall be responsible for any duties assessed with
respect to S-A’s purchases of Products. Prices exclude all costs of shipping
and insurance which shall be borne by S-A.


6.4.                              [xxxx]


6.5.                             During
the senior management review meetings, the parties will discuss Optium’s
compliance with this Section 6. Additionally, at S-A’s request,


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Optium will provide a certification confirming Optium’s
compliance with this Section. In the event of any non-compliance with such
Section, S-A’s sole and exclusive remedy and Optium’s sole and exclusive obligation/liability
shall be to adjust the Product pricing so that same is compliant with this Section
6.


7.                                      PAYMENT


7.1.                            S-A
will make payment net [xxxx] days from [xxxx]. S-A shall not be required to pay
any amount which it disputes in good faith until the underlying dispute has
been settled. S-A will set Optium for EFT (Electronic Fund Transfer) so that
payment can be made in less than [xxxx] days.


7.2.                            S-A
shall have the right to hold Optium’s invoice when any order arrives more than
five (5) working days in advance of the Scheduled Delivery Date until the date
it shall ordinarily be due if Delivery had been made in accordance with the
Scheduled Delivery Date, unless otherwise mutually agreed.


7.3.                            Credits
due to S-A’s rejection pursuant to this Agreement of any order or discrepancies
on paid invoices or otherwise will be deducted from subsequent payments or
refunded at S-A’s option.


8.                                      PACKAGING
AND PACKING


Optium shall be responsible for properly packaging and packing the
Products according to industry standards and in a manner designed to minimize
damage to the Products during transit or while in storage. An itemized packing
slip bearing the Purchase Order number and part number, if appropriate, shall
be placed on each shipment.


9.                                      SHIPMENT
AND DELIVERY


9.1.                            All
shipments to S-A shall be made Exworks (Incoterms 2000) Optium’s factory in the
continental United States. S-A shall select any reasonable carrier and shall
assume and pay transportation charges on a “freight collect” basis. Risk of
loss for and title to the contents of a shipment shall pass to S-A upon
delivery by Optium to the common carrier.


9.2.                            Optium
agrees that all shipments to S-A shall be classified for
shipping/transportation purposes according to the directions set forth in the
Purchase Orders. [xxxx] In the absence of S-A instructions for freight
classification, Optium shall select the proper and most economical freight
classification. The remedies in this Section 9.2 are in addition to and not in
lieu of other rights and remedies that S-A may have pursuant to this Agreement
in law or equity.


10                                  LATE
DELIVERIES


10.1                        If,
based on its knowledge of when it will make or is likely to make Delivery of an
order, Optium determines that it is reasonably likely that all or any portion
of such order will not arrive on the Scheduled Delivery Date, Optium will
promptly advise S-A in writing, referencing the applicable Purchase Order
number.


10.2                        Any
order or part of an order for a Product is not Delivered to S-A within [xxxx]
calendar days after the Scheduled Delivery Date, a late delivery fee of [xxxx]
will begin to accrue up to a maximum of [xxxx] and be deducted from the
invoice.


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10.3                        Payments
required under this Section 10 constitute liquidated damages for late Delivery
and not a penalty. At S-A’s option, Optium will either make such payments to
S-A within [xxxx] of receipt of an invoice from S-A for such late arrival
charges or S-A shall offset such late arrival charges from invoiced amounts
payable to Optium pursuant to this Agreement, in which case S-A shall provide
Optium with prior written notice of its intent to offset.


10.4                        Liquidated
damages will not be assessed if Optium’s late delivery is due to Force Majeure
events as set forth in Section 17 herein.


11.          INSPECTION AND ACCEPTANCE


11.1                        Prior
to shipment to S-A, Optium shall inspect and test all Products in accordance
with the Acceptance Test and shall replace all Products which fail such
Acceptance Test. A representative of S-A may, at S-A’s option, witness Optium’s
completion of the Acceptance Test; provided, however, that S-A’s failure to
witness such testing shall not be deemed to be acceptance of the Products.


11.2                        S-A
may, but shall not be required to, inspect the Products upon receipt of the
Products. Products which fail to conform to the warranty in Section 12 below
and Section 6 of Exhibit D, shall be treated as nonconforming and handled in
accordance with Section 6 of Exhibit D.


11.3                        Notwithstanding
Section 11.2 above, S-A may return Products shipped by Optium which were either
not ordered by S-A or are in excess of the quantity ordered by S-A.


12.          WARRANTY AND [xxxx]


12.1                        Optium
warrants the Products for a period of [xxxx] from the date of Product delivery
to S-A’s customers (the “Warranty Period”). Returned Product will be repaired
or replaced within [xxxx] days of receipt at Optium’s facility. Ground freight
costs in both directions will be paid by [xxxx] for domestic returns.


12.2                        Optium
will provide S-A with a quote on an extended warranty, which S-A may accept on
a customer-by-customer basis.


12.3                        Optium
will be responsible for regulatory compliance (e.g., FCC, UL, CE, CGIA) of the
Products. If the S-A integrates a Product with one of its own products, then
S-A shall be primarily responsible for regulatory compliance of the combined
device, although Optium shall assist S-A in ensuring such compliance.


12.4.  [xxxx]


12.5.  [xxxx].


12.6.  [xxxx].


12.7.  [xxxx]


12.8.  [xxxx]


12.9.  [xxxx]


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12.10.  [xxxx]


12.11.  [xxxx]


12.12.                   [xxxx]


12.13.                   [xxxx]


13.                       [xxxx]


14.          TERM AND TERMINATION


14.1                        Term.  This Agreement,
unless earlier terminated as provided herein, shall remain in full force and
effect during the Term; provided, however, that this Agreement shall continue
in effect for one (1) year terms if mutually agreed upon by both parties prior
to the expiration of the then-current term.


14.2                        Termination of Agreement.  Each party may, at its discretion, upon
written notice to the other party, and in addition to its rights and remedies
provided under this Agreement and at law or in equity, terminate this Agreement
in the event of any of the following (each such event, an “Event of Default”):


a.                                     Upon
a breach of the other party of any material provision in this Agreement, if not
cured within thirty (30) days after receipt of written notice specifying such
failure.


b.                                    Upon
the voluntary or involuntary initiation of bankruptcy or insolvency proceedings
against the other party; provided that, for an involuntary bankruptcy or insolvency
proceeding, the party subject to the proceeding shall have thirty (30) working
days within which to dissolve the proceeding or demonstrate to the terminating
party’s satisfaction the lack of grounds for the initiation of such proceeding.


14.3                        Survival of Provisions.  The
obligations of both Optium and S-A under this Agreement, which obligations by
their nature would continue beyond the termination, cancellation or expiration
of this Agreement, shall survive termination, cancellation or expiration of this
Agreement.


15               OPTIUM PROPRIETARY
RIGHTS INDEMNIFICATION


15.1                        Optium
will: [xxxx] 


15.2                        In
addition, in connection with satisfying its obligations hereunder, Optium shall
have the right, at any time and at its option [xxxx] to: [xxxx]. If a claim of
alleged infringement is made prior to completion of delivery of the goods by
Optium, Optium may at its sole discretion elect not to make further shipments 


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without being in breach of any agreement between the
parties.


15.3                        Optium’s
obligations hereunder are conditioned upon: (i) S-A giving Optium written
notice of any such claim; (ii) Optium having complete control of the defense
and settlement thereof; and (iii) S-A cooperating fully with Optium to
facilitate the defense or settlement of such claim.


15.4                        The
foregoing states the sole and exclusive remedy and obligation of the parties
hereto for infringement of intellectual property rights arising out of this
agreement.


16               CONFIDENTIALITY


S-A and Optium have developed and will develop certain information
which is confidential. Such information shall constitute “Proprietary
Information” (as defined in that certain Non-Disclosure Agreement between S-A
and Optium, dated October 30, 2001 (the “Non-Disclosure
Agreement” attached hereto
as Exhibit F) and will continue to be protected as set forth in the
Non-Disclosure Agreement throughout the Term of this Agreement. For greater
certainty, the parties agree that the “Disclosure Period” as defined in the
Non-Disclosure Agreement shall be extended to the end of the Term hereunder and
any extensions thereof pursuant to Section 14.


17               FORCE MAJEURE


Neither party to this Agreement shall be liable for
its failure to perform any of its obligations hereunder during any period in
which such performance is delayed by fire, earthquake, floods, war, embargo,
strike, riot, or other causes beyond the reasonable control of either party, or
the intervention of any government authority, provided that the party suffering
such delay promptly notifies the other party of the delay and diligently works
to resolve such delay.


18               OWNERSHIP


18.1     S-A acknowledges and
agrees that as between the parties: (a) Optium owns and shall retain all IPRs
in the Products and all improvements or enhancements to such Products made by
Optium without a substantial contribution from S-A and (b) such IPRs and all
such improvements and enhancements are Optium’s property and constitute
Proprietary Information to be protected in accordance with the Non-Disclosure
Agreement. S-A shall not claim any right to or license in Optium’s IPRs nor
shall S-A contest or assist in contesting Optium’s right, title and interest in
and to such of Optium’s IPRs.


18.2     Optium acknowledges that
as between the parties: (a) S-A owns and shall retain all IPRs in S-A’s
products and all improvements or enhancements to such products made by S-A
without a substantial contribution by Optium and (b) such IPRs are S-A’s
property and constitute Proprietary Information to be protected in accordance
with the Non-Disclosure Agreement. Optium shall not claim any right to or
license in with respect to S-A’s IPRs nor shall Optium contest or assist in
contesting S-A’s right, title and interest in and to such of S-A’s IPRs.


18.3     Each party further
agrees: (i) not to use, copy or reproduce any of the other party’s IPRs in any
manner except for the specific purpose set forth herein; (ii) not to
translate, reverse assemble, reverse compile or reverse engineer, decompile,
disassemble or create derivative works of the other party’s IPRs; and (iii) not
to transfer, assign, rent, sell, distribute or otherwise dispose of the other
party’s IPRs (including granting sublicenses) to anyone or in any manner,
except as specifically permitted herein.


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19               JOINT DEVELOPMENT


19.1     The parties acknowledge
that joint development efforts may be considered from time to time. Although
neither party shall have any obligation to participate in such discussions,
commit time or other resources to any such proposed development or be obligated
in any way without the prior written agreement of management of such party, the
parties anticipate that such discussions may proceed as follows:


Optium shall
submit a written product/technology proposal to S-A.


If
S-A elects in its discretion to pursue such proposal, S-A shall work with
Optium to develop a joint development plan cost estimate.


Following
mutual discussion and analysis of the market/business potential of the proposed
products, S-A shall have a reasonable period of time (not less than 30 days) to
decide whether to commit to any funding of the proposal.


If
S-A does elect to make an initial investment in the proposal, then S-A shall
provide an estimated sales forecast, and S-A and Optium shall develop a
detailed joint development project plan/schedule. If S-A wishes to cease
funding or participation, then S-A shall so notify Optium, following which S-A
shall have no obligation whatsoever with respect to the funding or
consideration of the proposal.


If
S-A elects not to make an initial investment of time or resources in the
proposal, then Optium shall be entitled to pursue such opportunity
independently subject to the terms and conditions of this Agreement.


Any joint development effort shall be evidenced by one or more agreements
(“Development Agreement”) and
neither party shall have any obligations with respect to any proposed
development in the absence of a Development Agreement fully executed and
delivered by both parties. The Development Agreement, if any, may provide for
funding commitments, contributions of technology or resources, exclusivity
periods, rebates or other commissions on sales to third parties, etc.


[xxxx]


19.2     [xxxx]


20               PARTIAL INVALIDITY


If
any provision of this Agreement is declared or found to be ineffective,
unenforceable or illegal for any reason, such decision shall not affect the
validity or enforceability of any or all of the remaining portions hereof,
provided that the economic equity of the parties under this Agreement is not
substantially affected thereby and provided further that the parties shall
negotiate in good faith with respect to alternative or modified provisions
which will accomplish the objectives of this Agreement consistent with
applicable law and the intentions underlying the original provision.


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21               NOTICES


Any
notice which may be or is required to be given under this Agreement shall be
written or telegraphic, and any written notices shall be sent by overnight
delivery, telephonic facsimile machine (e.g. FAX) or registered or certified
mail, postage prepaid, return receipt requested. Any telephonic facsimile
machine notice must be followed within five (5) working days by an original of
the facsimile, and any telegraphic notice must be followed within five (5)
working days by written notice. All such notices shall be deemed to have been
given when such notice is received. Any notice given hereunder shall be in
writing and addressed as follows:


If to S-A:


Scientific-Atlanta, Inc.

5030 Sugarloaf Parkway

Lawrenceville, GA 30044

Attention: President, Transmission Networks Sector


With a copy to:


Scientific-Atlanta, Inc.

5030 Sugarloaf Parkway

Lawrenceville, GA 30044

Attention: General Counsel


If to Optium:


Optium Corporation

500 Horizon Drive

Suite 505

Chalfont, PA 18914

Attention: VP Sales and General Counsel

Telephone: (215) 712-6200


Either
party hereto may change its address by a notice given to the other party in the
manner set forth above.


22               GENERAL


22.1     Nonwaiver.  No delay or omission by
either party to exercise any right or power shall impair any such right or
power or be construed to be a waiver thereof. No waiver by either party,
expressed or implied, of any breach of any term, condition or obligation of
this Agreement by the other party shall be construed as a waiver of any
subsequent breach of that term, condition or obligation or of any other term,
condition or obligation of this Agreement of the same or different nature. No
charge, waiver or discharge hereof shall be valid unless in writing and signed
by an authorized representative of the party against which such charge, waiver,
or discharge is sought to be enforced.


22.2     Nonassignability.  Neither this Agreement nor any
right/obligation hereunder is assignable or otherwise transferable (whether by
operation of law or otherwise) by either party without the prior written
consent of the other party.


22.3     Section Headings.  Section headings are for convenience purposes
only and shall not affect the interpretation of this Agreement.


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22.4     Cumulative Remedies; Time Is Of The Essence. 
The rights and remedies provided in this Agreement or otherwise under
applicable laws shall be cumulative and the exercise of any particular right or
remedy shall not preclude the exercise of any other rights or remedies in
addition to, or as an alternative of, such right or remedy, except as expressly
provided otherwise in this Agreement. Time is of the essence in the performance
of the parties’ duties and obligations under this Agreement.


22.5     Governing Law.  This Agreement, any Purchase Orders issued
hereunder, and the rights and obligations of the parties hereto shall be
governed by and interpreted in accordance with the laws of the State of New
York, without regard to its conflicts of law principles.


22.6     Survival.  
Provisions of this Agreement which shall naturally survive the
termination of this Agreement shall survive.


22.7     Entire Agreement.
The terms and conditions contained herein, the Exhibits attached hereto, and
all Purchase Orders issued pursuant to the terms of this Agreement from time to
time constitute the entire Agreement between the parties and shall supersede
all previous communications either oral or written, between the parties with
respect to the subject matter hereof. No oral explanation or oral information
by either party hereto shall alter the meaning or interpretation of this
Agreement. No amendment, modification, alternation, addition or change in the
terms hereof (including any terms on the front or back of a purchase order,
order acknowledgement or similar form), or addition of new Exhibits, shall be
binding on either party unless reduced to writing and duly executed by
authorized representatives of all the parties hereto.


22.8     Coordination Of Media Releases.  All media releases,
public announcements or public disclosures (including but not limited to
promotional or marketing material) by Optium or S-A which identify the other
party in the context of this Agreement shall be coordinated with and approved
in writing by the other party prior to the release thereof. This Section shall
not prohibit any disclosure which either party believes, in good faith, to be
required by law or regulation, including SEC regulations.


22.9     NAFTA Qualified Products.  Upon request of S-A
at any time during the Term of this Agreement, Optium shall provide to S-A a
NAFTA Certificate of Origin, on Customs Form 434, with respect to Products that
qualify under NAFTA.


22.10                 Binding Effect; Assignment. 
This Agreement shall be binding on and inure to the benefit of the
parties and their respective successors and assigns.


22.11                 Severability.
 If any provision of this Agreement
is declared or found to be illegal, unenforceable or void, the parties shall
negotiate in good faith to agree upon a substitute provision that is legal and
enforceable and is as nearly as possible consistent with the intentions
underlying the original provision. If the remainder of this Agreement is not
materially affected by such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent permitted by
law.


22.12                 No Third Party
Benefit.  Nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer
upon or give to any person, firm, or corporation, other than the parties hereto
and those other persons or entities specifically granted rights hereunder, and
their respective successors and assigns, any remedy or claim by reason of this
Agreement or any term, covenant or condition hereof, all of which shall be for
the sole and exclusive benefit of 


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the parties hereto;
provided that S-A customers shall be entitled to the rights contained herein
with respect to warranties and indemnification.


22.13                 Relationships of the Parties. 
It is expressly understood that the parties intend to establish the
relationship of independent contractors, and do not intend to undertake the
relationship of principal and agent or to create a joint venture or partnership
between them or their respective successors in interests. No party shall have
any authority to create or assume, in the name or on behalf of any other party,
any obligation, expressed or implied, nor to act or purport to act as the agent
or the legally empowered representative of any other party hereto for any
purpose whatsoever.


23               [xxxx]


23.1     [xxxx]


23.2     [xxxx]


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23.3  [xxxx]


23.4     [xxxx]


23.5     [xxxx]


23.6     [xxxx]


24.          TERMS
AND CONDITIONS OF PURCHASE


Except as expressly modified by the above
terms and conditions, the Scientific-Atlanta, Inc. Terms and Conditions of
Purchase, Exhibit C, shall govern the purchase of Products from Optium.


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


	
  OPTIUM CORPORATION

  	
   

  	
   

  	
   

  	
  SCIENTIFIC-ATLANTA, INC.

  
	
  By:

  	
  /s/ Eitan Gertel

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Wallace G. Haislip

  
	
  Name: Eitan
  Gertel

  	
   

  	
   

  	
   

  	
  Name: Wallace G. Haislip

  
	
  Title: Chief
  Executive Officer

  	
   

  	
   

  	
   

  	
  Title: Senior Vice President, Operations

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  May 17, 2007

  	
   

  	
   

  	
   

  	
  Date:

  	
  March 15, 2007

  
									



 


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Attachment A


[xxxx]


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LIST OF EXHIBITS


	
  EXHIBIT A

  	
   

  	
  PRODUCTS

  
	
  EXHIBIT B

  	
   

  	
  SPECIFICATIONS

  
	
  EXHIBIT C

  	
   

  	
  SCIENTIFIC-ATLANTA,
  INC. TERMS AND CONDITIONS OF PURCHASE

  
	
  EXHIBIT D

  	
   

  	
  [xxxx]

  
	
  EXHIBIT E

  	
   

  	
  S-A CUSTOMER
  REQUIREMENTS

  



 


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EXHIBIT B


SPECIFICATIONS


[As
mutually agreed by the parties]


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EXHIBIT C


SCIENTIFIC-ATLANTA,
INC. TERMS AND CONDITIONS OF PURCHASE


1.  Seller’s Acceptance of Scientific-Atlanta’s
Offer to Buy - Any purchase order is Scientific-Atlanta’s
offer to buy from Seller on the terms and conditions stated therein and does
not constitute an acceptance of any previously made offer by Seller. Any
reference to any previously made offer by Seller is solely for the purpose of
incorporating the description and specification of the goods and services
contained therein to the extent that such description and specification do not
conflict with the description and specification contained in this order.
Acceptance of any purchase order is expressly limited to acceptance by Seller
of each and every one of these terms and conditions or those contained in other
documents expressly incorporated herein by reference and such acceptance will
be accomplished by signing and returning the “acceptance - sign and return”
copy of a purchase order, by shipping the goods or performing the services
called for therein, by acknowledging receipt of the purchase order or by any
other conduct on the part of Seller which recognizes the existence of a
contract between Scientific-Atlanta (“S-A”) and Seller pertaining to the
subject matter hereof. Should Seller attempt to add or to vary in any degree
any of these terms and conditions by additional, inconsistent, contrary, or
different terms and conditions contained in any response to or acknowledgment
or acceptance of a purchase order, such terms and conditions shall be deemed
material and are objected to and are rejected by S-A without further notice or
objection to Seller.


2.  Changes - S-A may at any
time make changes within the general scope of any order in drawings,
specifications, designs, delivery schedules, quantities, place of delivery, and
packing and shipping instructions related to this order. If any such change
causes a variation in the cost of furnishing the goods or services covered,
and/or in the time required to perform an order, an equitable adjustment in
price and/or delivery schedule shall be made. No claim by Seller shall be valid
unless submitted within 15 days from the date notice of any such change is
received by Seller. Nothing in this clause shall relieve Seller from proceeding
without delay in the performance of an order as changed. S-A engineering,
technical, and other personnel may from time to time render assistance or give
technical advice to, or exchange information with, Seller’s personnel
concerning an order. Such assistance, advice, statements, or exchange of
information shall not constitute a waiver with respect to any of Seller’s
obligations or S-A’s rights hereunder or be authority for any change in the
goods or services called for hereunder. Any such waiver or change to be valid
and binding upon S-A must be in writing and signed by an authorized
representative of S-A’s purchasing department.


3.  Prices and Taxes - By
acceptance of a purchase order, Seller certifies that the prices stated therein
are not in excess of prices quoted or charged any other purchaser in similar
quantities for the same goods or services. Unless otherwise specified, prices
set forth therein shall be firm prices and shall be deemed to include Federal,
State and local taxes applicable to the sale of the goods and/or services
ordered.


4. Title
- Seller shall convey good title, free from any claim or
encumbrance, to all goods sold and delivered by Seller under this Contract. Title
to the goods shall pass at the time of shipment to S-A at the destination designated
for delivery by S-A in the purchase order.


5.  Time of Delivery and Excusable Delays - If
Seller fails to make delivery or otherwise to perform at the times stated in
the order, or so fails to make progress as to create a reasonable belief that
it will not deliver or otherwise perform on time, S-A has the right to cancel,
purchase elsewhere, and, unless the delay is excusable as provided below, hold
Seller accountable for any additional costs and damages incurred by S-A.
Acceptance of any items delivered late shall not constitute a waiver of S-A’s
right to demand timely performance as to future deliveries or to recover any
damages suffered because of an inexcusable late delivery. Seller will not be
liable for S-A’s additional costs and damages if the late delivery or
performance is excusable as provided herein. To be excusable, (i) a delay
must be unavoidable and due to an act of God, war, riot or other civil
insurrection, epidemic, freight embargo, unforeseeable strike, or an act of the
government in its sovereign capacity, and (ii) written notice of the occurrence
of the event causing the delay must be given to S-A as soon as reasonably
possible and in any event within fifteen (15) days after the event occurs. If
requested by S-A, Seller shall ship via premium routing to avoid or minimize
delay to the maximum extent possible. The added cost of such shipment shall be
borne by Seller unless the late delivery is excusable as specified above, in
which case each party shall bear 50% of the added cost. Items received more
than ten (10) days before scheduled date may, at S-A’s option, be returned at
Seller’s expense, or be accepted and payment therefor withheld until it would
have been due had the items arrived at the proper time.


6.  Warranty - In addition to the
warranty customarily offered by Seller in connection with the sale of similar
items, Seller warrants that all items delivered pursuant to S-A’s purchase
order will be in strict conformity with the specifications (and approved
sample, if furnished) and free from defects. IT IS MANDATORY THAT VERIFIABLE
HARD EVIDENCE OF ADEQUATE INSPECTION AND TEST CONDUCTED BY THE SELLER BE
FURNISHED ALONG WITH EACH LOT OF MATERIAL SUPPLIED TO S-A. Notice of any
nonconformity or defect must be given within one (1) year after acceptance by
S-A, except that notice may be given later for defects not reasonably
discoverable within one year. Promptly after receipt of notice, Seller shall at
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results thereof to S-A’s
reasonable satisfaction. The foregoing remedies do not limit or exclude any
other remedies provided by law.


7.  Indemnification - Seller
shall indemnify and hold S-A, its officers, directors, agents, employees,
subsidiaries, affiliates and any subsequent owner or lessee of any item
delivered hereunder, harmless from any loss, damage, liability and expense
(including court costs and reasonable attorney’s fees) on account of damage to
property, including the property of S-A and injuries (including death) to any
persons (including Seller’s employees) arising from any occurrence caused by
any tortious act or omission of the Seller, its agents, employees, or
subcontractors. Seller further agrees to indemnify and hold the aforesaid
indemnitees harmless from any and all loss, damage, liability and expense
(including court costs and reasonable attorney’s fees) arising from any claim,
demand or legal action based on an allegation that the manufacture, use or sale
of any item delivered hereunder infringes any patent, copyright or other
intellectual property right of a third party. Seller shall have the right, at
its expense, to defend said claims, provided, that before yielding the defense
of a claim, S-A may require that adequate security be furnished against any
potential resulting judgments. S-A does not warrant that the manufacture or
delivery of any item under any purchase order will be free from third party
claims of infringement of patents or other proprietary rights.


8.  Termination - S-A may
terminate a purchase order in whole or in part at any time by written
(including e-mail) or telegraphic notice to Seller. The notice will state
whether the termination is for the convenience of S-A or because of the failure
of the Seller to fulfill its obligations thereunder. If the termination is for
the convenience of S-A, S-A will reimburse Seller for the actual direct and
indirect costs incurred by Seller in good faith in the performance of the
terminated purchase order prior to or by reason of such termination, less any
amount representing the value of useable inventory or salvage. In no event
shall reimbursement plus payments previously made exceed the total price
specified in the terminated purchase order. If the termination is because of
the failure of Seller to fulfill its obligations thereunder, S-A shall have the
right to charge Seller with the extra costs of obtaining elsewhere items
similar to those that should have been delivered by Seller and the right to
exercise any other appropriate remedies available under law.


9.  S-A Property - All
materials, software, and tools furnished or paid for by S-A shall be the
property of S-A, shall be subject to removal at any time without additional
cost upon demand by S-A, shall be used only in filling orders from S-A, shall
be kept separate from other materials, software, or tools, and shall be clearly
identified as the property of S-A. Seller assumes all liability for loss or
damage with the exception of normal wear and tear, and agrees to supply
detailed statements of inventory, upon request by S-A. Seller shall not
disclose any information of S-A whether written, oral, or in electromagnetic
form, which S-A identifies as proprietary or confidential and shall only use
such information in the performance of its obligations under this order.


10.  Drawings and Specifications - S-A
shall at all times have title to all drawings and specifications furnished by
S-A to Seller and intended for use in connection with a purchase order and
Seller shall not reproduce or disclose such drawings and specifications to any
person, firm or corporation other than Seller’s employees, subcontractors, or
government inspectors as necessary for the performance of the purchase order.
The Seller shall at S-A’s request or upon completion of a purchase order,
promptly return all drawings and specifications and all copies thereof to S-A.
Seller shall impose and enforce these use restrictions on its employees,
subcontractors and suppliers.


11.  Assignment - No assignment
of any rights, including rights to moneys due or to become due under a purchase
order, or delegation of any duties thereunder shall be binding upon S-A unless
and until its written consent has been obtained.


12.  Applicable Law  - All purchase orders shall be governed by the laws of the
State of Georgia without regard to its rules of conflicts of laws.


13.  Compliance with Law - Seller
represents and warrants that all goods specified in a purchase order will be
manufactured and furnished in accordance with all applicable provisions of the
following laws and regulations issued thereunder: FAIR LABOR STANDARDS ACT OF
1938, as amended (29 USC 201), OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970, as
amended (15 USC 651), and the CONSUMER PRODUCTS SAFETY ACT, as amended (15 USC
2051). Seller agrees to indemnify, save, and hold harmless S-A, its officers,
directors, employees, agents, subsidiaries and affiliates from any and all
losses, penalties, and expense, including court costs and reasonable attorney’s
fees, resulting from Seller’s non-compliance with the laws and regulations
identified above and all other laws and regulations governing Seller’s conduct
in reference to a purchase order.


14.  Product Regulatory Compliance - Goods
delivered to S-A hereunder will be manufactured, labeled, certified and will
perform in compliance with all applicable laws, regulations, standards and/or
codes specified by S-A and as in effect for the goods intended use at the time
of delivery. It shall be Seller’s responsibility to secure and maintain any and
all certifications required for the goods purchased hereunder including goods
privately labeled for S-A. In order to ensure the relevant laws and regulations
are satisfactorily met, Seller agrees to: (a) Certify to S-A that the goods
delivered hereunder are in compliance with the S-A specified regulations, laws,
standards and/or codes. (b) Provide S-A and appropriate enforcement agencies
with Manufacturer’s Declarations of Conformity or other specified
certification(s) declaring evidence of Seller’s compliance with specified
standards. (c) Ensure that the goods continue to meet the S-A 


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specified compliance
levels during the period over which such goods are supplied to S-A. (d) Advise
S-A of any changes impacting the product regulatory compliance status of goods
during the production thereof. (e) Archive and maintain product regulatory
compliance records for a period of ten (10) years from the date of the final
shipment of goods to S-A. Such records shall include: schematics, Bills of Materials,
theory of operation sufficient to understand the schematics, data sheets,
specifications, user manuals, engineering test results, laboratory test results
evidencing compliance with specified standards, laboratory test certificates,
and manufacturer’s declaration of conformity. (f) Allow S-A, S-A customers and
enforcement agencies to inspect Seller’s product regulatory compliance records
in order to verify that the goods comply with the laws, regulations, standards
and/or codes specified by S-A. (g) Undertake to bring the goods into compliance
should the applicable legislation, standards, laws or regulations be revised
during the period of supply to S-A. Unless otherwise directed, all documents of
regulatory compliance and notice of any changes in product regulatory
compliance status during the period over which goods are supplied to S-A shall
be forwarded to: Manager, Product Regulatory Compliance, Mail Code: ATL 1.T257,
5030 Sugarloaf Parkway, Lawrenceville, GA 30044.


15  U.S.
Government Procurement Law - If a government contract number
appears on the face of a purchase order or if Seller is otherwise informed that
a purchase order is placed in aid of the performance of a contract with the
United States Government, or a subcontract of any tier thereunder, then a
purchase order shall be deemed to include all terms and conditions (hereinafter
“Government Terms and Conditions”) required by law, regulation, or by such
Government contract or subcontract to be included therein. The Government Terms
and Conditions shall prevail over any other terms and conditions of such
purchase order that are inconsistent with the Government Terms and Conditions. Upon
request, S-A agrees to furnish Seller copies of the Government Terms and
Conditions, and Seller agrees to furnish S-A upon request certificates in such
form as S-A may require certifying that Seller is in compliance with the
Government Terms and Conditions.


16.  Non-Solicitation Of S-A Employees - Seller
agrees that for a period of twelve (12) months after the date of this Purchase
Order, Seller will not, directly or indirectly, on its own behalf or on behalf
of another person or entity, recruit, solicit, or induce or attempt to recruit,
solicit or induce any employee of S-A with whom Seller or its employees, agents
or subcontractors has had contact in connection with this Purchase Order, to
leave his or her employment with S-A to go to work, as an employee, consultant
or independent contractor, for Seller or any affiliated entity of Seller.


17.  Quality  — (a) All official instructions, binding agreements, or
deviations/exceptions to specifications must be in writing through the S-A
procurement representative to be considered valid. (b) Seller must maintain a
robust quality management system and a continuous improvement plan. (c) Seller
agrees to ship defect-free product, zero (0) days late, not more than five (5)
days earlier than S-A’s dock date, with a one hundred percent (100%) accurate
part count or be subject to S-A’s supplier development, probation, and
disqualification program. (d) Product will be shipped as specified in external
and internal packaging that protects it from damage due to shipping, handling,
and electro-static discharge. (e) Seller will not change any Seller design,
process, material or sub-supplier/sub-contractor which alters the
characteristics of any specified requirements or impacts product fit, form, or
function as defined by the S-A drawing or Seller’s standard catalog product
specification without getting prior written S-A approval. (f) If Seller’s
product is found to be nonconforming at any time within warranty, Seller is
liable for such product and the resultant cost of any S-A rework labor,
equipment time, and unsalvageable material. (g) In the event Seller does not
meet all requirements of subparagraph (c) herein, Seller agrees to provide
containment within twenty-four (24) hours and, when requested by S-A, a
documented final corrective action report or action plan within fourteen (14)
days. (h) Seller may be required to undergo qualification assessments (possibly
on-site), conduct verification production runs (with S-A present and/or results
provided), and provide first article product with applicable analytical
results, certificates of conformance, and/or calibration certifications. (i) If
requested by S-A, Seller must provide records of process controls (e.g.,
inspection and test results) for at least one (1) year after the product
manufacturing date code. (j) Seller may be placed on S-A’s probation status due
to excessive defects, poor on-time delivery, non-responsiveness to quality
issues, or poor state of the business relationship. (k) S-A reserves the right
to visit any Seller facility or to have a sub-contractor(s) visit. (l) Seller
cannot ship material manufactured greater than one (1) year and eleven (11)
months after the Seller’s manufacturing date without prior written S-A
approval. (m) Where applicable, Seller’s material will conform to: IPC-A-610C
Class II (Acceptability for Electronic Assemblies), IPC/EIA J-STD-001C Class II
(Requirements for Soldered Electrical and Electronic Assemblies), and Bellcore
TR-NTW-00357 Level II (General Requirements for Assuring Reliability of
Components used in Telecommunications).


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EXHIBIT D


[xxxx]


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EXHIBIT E


S-A CUSTOMER REQUIREMENTS


[xxxx]


 


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