Exhibit 10.31.1

AUTHENTIDATE HOLDING CORP.

NON-QUALIFIED STOCK OPTION AGREEMENT

Name:
Date of Grant:
Option No.:

We are pleased to notify you that in accordance with the terms of the Non-Executive Director Stock Option Plan (the “Plan”;) of Authentidate Holding Corp. (the “;Company”;) a stock option to purchase ____ shares of the Common Stock $.001 par value per share of the Company at a price of $____ per share this __ day of ______ , _____ has been granted to you under the Plan. This option may be exercised only upon the terms and conditions set forth below. The following is a summary of the Plan and is subject to all of the terms and conditions of the Plan.

1. Purpose of Option

The purpose of the Plan under which this stock option has been granted is to enable the Company to attract and retain the services of qualified independent person to serve on the Company’s Board of Directors by affording such person the opportunity to acquire a proprietary interest in the Company.

2. Acceptance of Option Agreement

Your acceptance of this stock option agreement will indicate your acceptance of and your willingness to be bound by its terms; it imposes no obligation upon you to purchase any of the shares subject to the option. Your obligation to purchase shares can arise only upon your exercise of the option in the manner set forth in paragraph 4 hereof.

3. When Option May Be Exercised

Except as otherwise provided herein, this option shall be exercisable at any time prior to the Expiration Date, as hereafter defined. This option may not be exercised for less than ten shares at any one time (or the remaining shares then purchasable if less than ten) and expires _____ , ____ (the “;Expiration Date”;) whether or not it has been duly exercised, unless sooner terminated as provided in paragraphs 5, 6 and 7 hereof.

4. How Option May Be Exercised

This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or certified check to the order of the Company for the full purchase price of the shares being purchased. Payment shall be in cash, or by certified or bank cashier’s check payable to the order of the Company, free from all collection charges.

If notice of the exercise of this option is given by the person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or person to exercise this option.

Certificate for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company’s common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option, shall have none of the rights of a stockholder with respect to shares subject to this option.

5. Termination of Directorship

Nothing in this option agreement shall entitle you to continue to serve as a director. If your service as a member of the Board of Directors of the Company is terminated for any reason other than by death or disability, this option shall lapse and expire on the effective date of termination of service as a director.

6. No Rights as Shareholder

Until the date that the conditions to exercise are, in the Company’s sole determination, satisfied, you (or such other person as may be entitled to exercise this option) shall have none of the rights of a shareholder with respect to Common Stock upon exercise of this option.

7. Disability

If your service as a member of the Board of Directors of the Company is terminated by reason of your permanent disability you may exercise this option within one year from the date of such termination, provided, that such exercise occurs prior to the Expiration Date.

8. Death

If you die while serving as a member of the Board of Directors of the Company, any option which was exercisable by you at the date of your death may be exercised by your legatee or legatees under your Will, or by your personal representatives or distributees, within one year from the date of your death, but in no event after the Expiration Date.

9. Non-Transferability of Option

This option shall not be transferable except by will or the laws of descent and distribution, and may be exercised during your lifetime only by you. Notwithstanding the foregoing, any proposed transfer shall be subject to the Internal Revenue Code, the rules and regulations promulgated thereunder and the federal securities laws and regulations.

10. Adjustments Upon Changes in Capitalization

If at any time after the date of grant of this option, the Company shall, by stock dividend, split-up, combination, reclassification or exchange, or through merger or consolidation, or otherwise, change its shares of Common Stock into a different number or kind or class of shares or other securities or property, then the number of shares covered by this option and the price of each such share shall be proportionately adjusted for any such change by the Board of Directors whose determination shall be conclusive. Any fraction of a share resulting from any adjustment shall be eliminated through the payment of cash based upon the fair market value of the Common Stock.

11. Subject to Terms of the Plan

This stock option agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, the decision of the Board of Directors shall be conclusive.

12. Withholding

The Company shall have the power and the right to deduct or withhold, or require an Optionee to remit to the Company as a condition precedent for the fulfillment of any Option Exercise, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the exercise of Options. Whenever Shares are to be issued or cash paid to a Optionee upon exercise of an Option, the Company shall have the right to require the Optionee to remit to the Company, as a condition of exercise of the Option, an amount sufficient to satisfy federal, state and local withholding tax requirements at the time of exercise.

13. Tax Treatment

 This option is not intended to qualify for “;incentive stock option”; treatment under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. You are urged to consult with your individual tax advisor prior to exercising this option. As a condition to the exercise of this option, you agree to notify the Company promptly upon the sale or other disposition of the shares of Common Stock you received upon exercise of this option.

		Sincerely yours,
		AUTHENTIDATE HOLDING CORP.
	By:
		Chairman of the Board
Corporate Seal
Chief Financial Officer

OPTION EXERCISE FORM

TO:	Authentidate Holding Corp.
	2165 Technology Drive
	Schenectady, NY 12308

The undersigned holder hereby irrevocably elects to exercise the right to purchase _________ shares of Common Stock covered by this Option Agreement according to the conditions hereof and herewith makes full payment of the Exercise Price of such shares.

Kindly deliver to the undersigned a certificate representing the Shares.

INSTRUCTIONS FOR DELIVERY

Name:
	(please typewrite or print in block letters)
Address:
Dated:
Signature
STATE OF	_________ )
COUNTY OF	_________ ) ss.

On this             day of             , ____ before me personally came _______________ to me known and known to me to be the individual described in and who executed the foregoing instrument and (s)he acknowledged to me that (s)he executed the same.

Notary Public