AMENDED
& RESTATED

    EMPLOYMENT
AGREEMENT

     

    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (“Agreement”) is made
this 28th day of October, 2009 (the “Amendment Date”) and
restates that certain employment agreement dated the 16th day of March, 2009 by
and between NeoGenomics, Inc. a Nevada corporation (“NeoGenomics" or the
“Employer” and
collectively with any entity that is wholly or partially owned by NeoGenomics,
the “Company”),
located at 12701 Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and
Douglas M. VanOort (“Executive”), an
individual who resides at 3275 Regatta Road, Naples, FL 34103.

    


    RECITALS:

    


    WHEREAS, the Company is
engaged in the business of providing genetic and molecular diagnostic testing
services to doctors, hospitals and other healthcare institutions;
and

    


    WHEREAS, on March 16, 2009,
the Executive was appointed to the Board of Directors of NeoGenomics (the “Board”) and elected
as the Chairman of the Board and appointed as an officer of the Company in the
capacity of Executive Chairman and Interim Chief Executive Officer;
and

    


    WHEREAS, as of this Amendment
Date, NeoGenomics desires to employ Executive as an officer in the capacity of
Chief Executive Officer, and Executive desires to be employed by NeoGenomics in
such capacity, in accordance with the terms, covenants, and conditions as set
forth in this Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employer and Executive agree as follows:

    


    1.           Employment
Period.  Subject to the terms and conditions set forth herein
and unless sooner terminated as hereinafter provided, NeoGenomics shall employ
Executive as an officer, and Executive agrees to serve as an officer and accepts
such employment for a four-year period, beginning on March 16, 2009 (the “Effective Date”) and
ending on the 4th
anniversary of the Effective Date (the “Initial Employment
Term”).  After the Initial Employment Term, this Agreement
shall automatically renew for consecutive one year periods (“renewal term”),
unless a written notice of a party’s intention to terminate this Agreement at
the expiration of the Initial Employment Term (or any renewal term) is delivered
by either party at least three (3) months prior to the expiration of the Initial
Employment Term or any renewal term, as applicable.  For purposes of
this Agreement, the period from the Effective Date until the termination of the
Executive’s employment shall hereinafter be referred to as the “Term”.  Executive’s
employment pursuant to this Agreement shall be “at will” as such term is
construed under Florida law.

    


    2.           Title and
Duties.  During the period from this Amendment Date through the
Term, NeoGenomics shall employ Executive as its Chief Executive Officer (“CEO”), and Executive
accepts employment in such capacity.  Executive will report to and be
subject to the general supervision and direction of the Board.  If
requested, Executive will serve in similar capacities for each or any subsidiary
of NeoGenomics without additional compensation.  Executive shall
perform such duties as are customarily performed by someone holding the title of
CEO in the same or similar businesses or enterprises as that engaged in by the
Company and such other duties as the Board may assign from time to
time.  The Board understands and acknowledges that the Executive has
certain other pre-existing commitments to Summer Street Capital Partners and is
a member of certain other boards of directors (such other activities, hereafter
referred to as “Other
Commitments”) and acknowledges that Executive will from time to time need
to devote part of his working time and attention to such Other
Commitments.

     

     

    
      
         

        
          Executive
Initials

        

        
          
             

          

          
            
              1

               

              _________________

               

            

            
              

            

          

          
             

          

        

        


      

    

    
 

    3.           Compensation
and Benefits of Executive.  The Company shall compensate
Executive for Executive's services rendered under this Agreement as
follows:

    


    
      	
               
      

            	
              a.

            	
              Base
      Salary.  Unless otherwise adjusted by the Compensation
      Committee of the Board (the “Compensation Committee”), the Company shall
      pay Executive a base salary of $325,000 per annum (the “Base Salary”),
      payable in equal installments at such times as is consistent with normal
      Company payroll policy.

            


    

    


    
      	
               
      

            	
              b.

            	
              Bonus.  Executive
      will be eligible for a performance-based bonus as a participant in the
      Company’s Management Incentive Plan (“MIP”), which
      shall set annual target incentives for the Executive and other senior
      ranking employees that are determined by the Compensation Committee of the
      Board (the “Compensation
      Committee”).   The Company will target an annual
      bonus of 60% of the Executive’s Base Salary (the “Target Bonus”),
      pro-rated for the number of months of service in any given year in the
      event that the Executive’s employment is terminated by the Company or the
      Executive for any reason prior to the end of any such
      year.   Upon meeting the performance thresholds established
      by the Compensation Committee in the MIP for any such year, the actual
      bonus payout for such year will be no less than 100% of the Target
      Bonus.  However, the Executive shall be eligible to receive up
      to 150% of the Target Bonus in the event that the Company’s and/or the
      Executive’s performance exceeds the thresholds set for the Target
      Bonus.

            


    

    


    
      	
               
      

            	
              c.

            	
              Benefits.  Subject
      to the eligibility requirements (including, but not limited to,
      participation by part-time employees), and enrollment provisions of the
      Company’s employee benefit plans, Executive may, to the extent he so
      chooses, participate in any and all of the Company’s employee benefit
      plans, at the Company’s expense.  All Company benefits are
      identified in the Employee Handbook and are subject to change without
      notice or explanation.  In addition, subject to the eligibility
      requirements (including, but not limited to, participation by a part-time
      employee) and enrollment provisions of the Company’s executive benefit
      programs, Executive shall also be entitled to participate in any and all
      other benefits programs established for officers of the
      Company.

            


    

    


    
      	
               
      

            	
              d.

            	
              Stock
      Options.  On the Effective Date, Executive will be
      granted an option to purchase 1,000,000 shares of the Company’s common
      stock (the “Options”) on
      the terms and conditions listed below.  Such Options will have a
      strike price equal to the fair market value of the common stock as of the
      Effective Date, which pursuant to NeoGenomics’ Amended and Restated Equity
      Incentive Plan (the “Plan”), shall be equal to the closing price per share
      of NeoGenomics’ common stock on the last trading day immediately preceding
      the Effective Date.  The vesting provisions of such Options
      shall be as outlined below.  These Options shall be treated as
      incentive stock options (ISOs) to the maximum extent permitted under
      applicable law, and the remainder of the Options, if any, shall be treated
      as non-qualified stock options.  The grant of these Options will
      be made pursuant to the Company’s Plan and will be evidenced by a separate
      “Option
      Agreement” to be executed by the Company and Executive, which will
      contain all the terms and conditions of the Options (including, but not
      limited to, the provisions set forth in this Section 3(d)).  So
      long as Executive remains employed by the Company, such Options will have
      a seven-year term before
expiration.

            


    

    


    
      1.)         
Time-based
Options - 500,000 of such options will be time-based options and will
vest according to the following schedule:

    

     

    
       

      
        
          
            Executive
Initials

          

          
            
               

            

            
              
                2

                 

                _________________

                 

              

              
                

              

            

            
               

            

          

          
 

        

      

    

    
      	
               
      

            	
              200,000

            	
              will
      vest on the first anniversary of the Effective Date; provided, however,
      that if the Executive’s employment hereunder is terminated by the Employer
      without “cause” (as such term is defined in the Option Agreement) at any
      time prior to the first anniversary of the Effective Date, then the pro
      rata portion of these 200,000 Options up until the date of termination,
      shall be deemed vested; and

            


    

     

    
      	
               
      

            	
              12,500

            	
              will
      vest each month beginning on the 13th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the second anniversary of the Effective Date;
      and

            


    

     

    
      	
               
      

            	
              8,000

            	
              will
      vest each month beginning on the 25th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the third anniversary of the Effective Date;
      and

            


    

     

    
      	
               
      

            	
              4,500

            	
              will
      vest each month beginning on the 37th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the fourth anniversary of the Effective
      Date.

            


    

    


    
      2.)         
Performance-based
Options - 500,000 of such options will be performance-based options and
will vest according to the following schedule.  Executive understands
and acknowledges that if the performance metrics for any given year are not met,
then such options shall be forfeited and the Board is under no obligation to
replenish such options.

    

    


    
      	
               
      

            	
              100,000

            	
              will
      vest if the Company’s actual consolidated revenue for FY 2009, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and

            


    

     

    
      	
               
      

            	
              100,000

            	
              will
      vest if the Company’s actual Adjusted EBITDA for FY 2009, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and

            


    

     

    
      	
               
      

            	
              75,000

            	
              will
      vest if the Company’s actual consolidated revenue for FY 2010, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and

            


    

     

    
      	
               
      

            	
              75,000

            	
              will
      vest if the Company’s actual Adjusted EBITDA for FY 2010, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and

            


    

     

    
      	
               
      

            	
              50,000

            	
              will
      vest if the Company’s actual consolidated revenue for FY 2011, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and

            


    

     

     

    
      
        
          Executive
Initials

        

        
          
             

          

          
            
              3

               

              _________________

               

            

            
              

            

          

          
             

          

        

        
 

      

    

    
      	
               
      

            	
              50,000

            	
              will
      vest if the Company’s actual Adjusted EBITDA for FY 2011, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and

            


    

     

    
      	
               
      

            	
              25,000

            	
              will
      vest if the Company’s actual consolidated revenue for FY 2012, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and

            


    

     

    
      	
               
      

            	
              25,000

            	
              will
      vest if the Company’s actual Adjusted EBITDA for FY 2012, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal
year.

            


    

     

    
      	
               
      

            	
              Executive
      understands that, pursuant to the Plan, upon termination of his
      employment, he will only have ninety (90) days to exercise any vested
      portion of the Options.  All Options awarded pursuant to this
      Section 3(d) will contain a provision in the Option Agreement that allows
      for immediate vesting of any unvested portion of the Options in the event
      of a change of control of
NeoGenomics.

            


    

    


    
      	
               
      

            	
              e.

            	
              Revenue
      and Adjusted EBITDA Exclusions Defined.  For the purposes
      of Section 3b and 3d above, to the extent the Company acquires any
      companies or businesses during any given fiscal year and the financial
      impact of such acquisition was not previously factored into the annual
      operating budget approved by the Board, the following revenue and Adjusted
      EBITDA adjustments shall be made to the Company’s fiscal results in
      measuring whether or not the Company has met or exceeded the specific
      performance targets outlined in Sections 3b or 3d
  hereof.

            


    

    


    
      	
               
      

            	
              1.)  “Revenue
      Exclusions” shall be defined as the prorated annualized quarterly
      GAAP revenue of any company or business acquired by the Company for the
      most recent full fiscal quarter prior to the date such company or business
      is acquired by the Company.  Such annualized quarterly revenue
      shall be prorated by multiplying the total annualized quarterly revenue
      described above by a fraction, the numerator of which is the number of
      days that the financial results of the acquired business or company are
      included in the Company’s financial results during the fiscal year in
      question, and the denominator of which is
365.

            


    

    


    
      	
               
      

            	
              2.)  “Adjusted EBITDA
      Exclusions” shall be defined as the prorated annualized quarterly
      Adjusted EBITDA of any company or business acquired by the Company for the
      most recent full fiscal quarter prior to the date such company or business
      is acquired by the Company.  Such annualized quarterly Adjusted
      EBITDA shall be prorated by multiplying the total annualized quarterly
      Adjusted EBITDA described above by a fraction, the numerator of which is
      the number of days that the financial results of the acquired business or
      company are included in the Company’s financial results during the fiscal
      year in question, and the denominator of which is 365.  The
      Board, at its discretion, may add back any non-recurring or one time
      charges that may have been included in the most recent full fiscal quarter
      of the company or business being acquired when determining the appropriate
      Adjusted EBITDA for such business or
company.

            


    

     

    
       

      
        Executive
Initials

      

      
        
           

        

        
          
            4

             

            _________________

             

          

          
            

          

        

        
           

        

      

      
 

    

    
      	
               
      

            	
              f.

            	
              Paid
      Time-Off and Holidays.  Executive’s paid time-off (“PTO”) and
      holidays shall be consistent with the standards set forth in the Company’s
      Employee Handbook, as revised from time to time or as otherwise published
      by the Company.  Notwithstanding the previous sentence,
      Executive will be eligible for one hundred twenty (120) hours of PTO/year,
      which will accrue on a pro-rata basis throughout the year, provided,
      however, that it is the Company’s policy that no more than forty (40)
      hours of PTO can be accrued beyond this annual limit for any employee at
      any time.  Thus, when accrued PTO reaches one hundred sixty
      (160) hours, Executive will cease accruing PTO until accrued PTO is one
      hundred twenty (120) hours or less, at which point Executive will again
      accrue PTO until he reaches one hundred sixty (160) hours.  In
      addition to PTO, there are also six (6) paid national holidays and one (1)
      “floater” day available to Company employees.  Executive agrees
      to schedule such PTO so that it minimally interferes with the Company’s
      operations.   Such PTO does not include Board excused
      absences.

            


    

    


    
      	
               
      

            	
              g.

            	
              Reimbursement
      of Normal Business Expenses.  The Company will reimburse
      all reasonable business expenses of Executive, including, but not limited
      to, cell phone expenses and business related travel, meals and
      entertainment expenses in accordance with the Company’s polices for such
      reimbursement.

            


    

    


    4.           Best
Efforts of the Executive and Minimum Time Commitments of Employment. Executive agrees to
perform all of the duties pursuant to the express and implicit terms of this
Agreement to the reasonable satisfaction of the Employer.  Executive
further agrees to perform such duties faithfully and to the best of his ability,
talent, and experience and, unless otherwise agreed to with the Company in
writing, to render such duties to the Company at least seventy five percent
(75%) of his working time and attention.

    


    5.           Termination.  The
parties agree that any termination of the Executive under this Agreement will be
governed as follows:

    


    
      	
               
      

            	
              a.

            	
              By
      the Company for Cause. The Company shall have the right to
      terminate this Agreement and to discharge the Executive for Cause (as
      defined below), at any time during the Term.  For the purposes
      of this Agreement, the Company shall have “Cause” to terminate the
      Executive’s employment hereunder
upon:

            


    

    


    (i)           failure
to materially perform and discharge the duties and responsibilities of Executive
under this Agreement after receiving written notice and allowing Executive ten
(10) business days to create a plan to cure such failure(s), such plan being
acceptable to the Board of Directors, and a further thirty (30) days to cure
such failure(s), if so curable, provided, however, that after
one such notice has been given to Executive and the thirty (30) day cure period
has lapsed, the Company is no longer required to provide time to cure subsequent
failures under this provision, or

    


    (ii)          any
breach by Executive of the material provisions of this Agreement;
or

    


    (iii)         misconduct
which, in the good faith opinion and sole discretion of the Board of Directors,
is injurious to the Company; or

    


    (iv)         felony
conviction involving the personal dishonesty or moral turpitude of Executive; or
a determination by the Board, after consideration of all available information,
that Executive has willfully and knowingly violated Company policies or
procedures involving discrimination, harassment, or work place violence;
or

    
       

      
        
           

          
            Executive
Initials

          

          
            
               

            

            
              
                5

                 

                _________________

                 

              

              
                

              

            

            
               

            

          

          


        

      

    

    (v)         engagement
in illegal drug use or alcohol abuse which prevents Executive from performing
his duties in any manner, or

    


    (vi)        any
misappropriation, embezzlement or conversion of the Company’s opportunities or
property by the Executive; or

    


    (vii)       willful
misconduct, recklessness or gross negligence by the Executive in respect of the
duties or obligations of the Executive under this Agreement and/or the
Confidentiality, Non-Solicitation or Non-Competition Agreement.

    


    Any
termination for Cause pursuant to this Section shall be given to the Executive
in writing and shall set forth in detail all acts or omissions upon which the
Company is relying to terminate the Executive for Cause.  If an
Executive is terminated for Cause, the Executive shall only be entitled to
receive his accrued and unpaid Salary, bonus and other benefits through the
termination date and the Company shall have no further obligations under this
Agreement from and after the date of termination.

    


    
      	
               
      

            	
              b.

            	
              Termination
      by Company Without Cause.  At any time during the Term,
      the Company shall have the right to terminate this Agreement and to
      discharge the Executive without Cause effective upon delivery of written
      notice to the Executive.  If the Company terminates the
      Executive without “Cause” for any reason, then the Company agrees that (i)
      as severance it will continue to pay the Executive’s Base Salary in
      accordance with Section 3a. and maintain the Executive’s Executive
      benefits in accordance with Section 3c. (the “Severance
      Payments”) for twelve (12) months from the date of the notice of
      termination and (ii) it will pay to the Executive at the next such time
      that annual bonuses are paid by the Company to employees generally, the
      pro rata portion of any bonus that would be due for the year in which the
      termination occurs up to the date of written notice of
      termination.  The pro rata portion of any such bonus that would
      be due and payable for the year in which termination occurs shall be
      calculated by annualizing the revenue, adjusted EBITDA and net income of
      the Company for the year up to the most recent full month prior to the
      written notice of termination and comparing such annualized figures to the
      performance thresholds for the Executive outlined in the MIP that was in
      effect for such year at the time the written notice of termination was
      delivered to the Executive.  Executive further agrees that in
      the event that he obtains employment during any period where Severance
      Payments are being made, he will promptly notify the
      Company.  Provided that such employment does not violate the
      terms of the Confidentiality, Non-Solicitation and Non-Competition
      Agreement, such severance payments will continue to be
      paid.  Other than the Severance Payments, the Company shall have
      no further obligation to the Executive after the date of such termination;
      provided,
      however, that the Executive shall only be entitled to continuation
      of the Severance Payments as long as he is in compliance with the
      provisions of the Confidentiality, Non-Compete and Non-Solicit Agreement,
      which is part of this Agreement.  If termination without cause
      shall occur at anytime, then the pro rata portion of any unvested
      Time-based options (as specified in Section 3(d)(1)) up until the date of
      notice of termination that are due to vest in the year or month of
      termination shall vest.

            


    

    


    The
Executive acknowledges and agrees that any and all payments to which he would be
entitled under this Paragraph 5b are conditioned upon and subject to his
execution of a general waiver and release, in such reasonable form as counsel
for the Company shall determine, of all claims the Executive has or may have
against the Company.

    
       

      
        
           

          
            Executive
Initials

          

          
            
               

            

            
              
                6

                 

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              c.

            	
              By
      Resignation of the Executive.  The Executive may
      terminate his employment hereunder, upon giving sixty (60) days written
      notice to the Company.  The Executive agrees that during such
      sixty (60) day period no more than one week of unused PTO may be utilized
      and that all other unused PTO up to the time of termination shall be
      forfeited.  In the event of such a termination, the Executive
      shall comply with any reasonable request of the Company to assist in
      providing for an orderly transition of authority, but such assistance
      shall not delay the Executive’s termination of employment longer than
      sixty (60) days beyond the Executive’s original notice of
      termination.  Upon such a termination, the Executive shall
      become entitled to any accrued but unpaid salary and other benefits up to
      and including the date of termination and the pro rata portion of any
      unvested Time-based options (as specified in Section 3(d)(1)) up until the
      date of separation that are due to vest in the year or month of separation
      shall vest.

            


    

    
      	
               
      

            	
              .

            


    

    
      	
               
      

            	
              d.

            	
              Disability
      of the Executive.  This Agreement may be terminated by
      the Company upon the Disability of the Executive.  "Disability"
      shall mean any mental or physical illness, condition, disability or
      incapacity which prevents the Executive from reasonably discharging his
      duties and responsibilities under this Agreement for a period of ninety
      (90) days in any one hundred eighty (180) day period.  In the
      event that any disagreement or dispute shall arise between the Company and
      the Executive as to whether the Executive suffers from any Disability,
      then, in such event, the Executive shall submit to the physical or mental
      examination of a physician licensed under the laws of the State of
      Florida, who is agreeable to the Company and the Executive, and such
      physician shall determine whether the Executive suffers from any
      Disability.  In the absence of fraud or bad faith, the
      determination of such physician shall be final and binding upon the
      Company and the Executive.  The entire cost of such examination
      shall be paid solely by the Company.  In the event the Company
      has purchased disability insurance for Executive, the Executive shall be
      deemed disabled if he is disabled as defined by the terms of the
      disability policy.  On the date that the Executive is deemed to
      have a Disability, this Agreement will be deemed to have been terminated
      and the Executive shall be entitled to receive from the Company his
      accrued and unpaid Base Salary, bonus and other benefits through the
      termination date.  If a termination of the Executive by
      Disability shall occur at anytime, than the pro rata portion of any
      unvested Time-based options (as specified in Section 3d(1)) up until the
      date of the Executive’s termination that were due to vest in the year or
      month of the Executive’s termination shall vest.  Other than as
      set forth in the immediately preceding two sentences, the Company shall
      have no further salary or bonus payment or other benefits obligations
      under this Agreement from and after the date of termination due to
      Disability.

            


    

    


    
      	
               
      

            	
              e.

            	
              Death
      of the Executive.  In the event of the death of
      Executive, the employment of the Executive by the Company shall
      automatically terminate on the date of the Executive's death and the
      Company shall be obligated to pay Executive’s estate (i) the Executive’s
      accrued and unpaid Base Salary, bonus and other benefits through the
      termination date.  If the death of the Executive shall occur at
      anytime, than the pro rata portion of any unvested Time-based options up
      until the date of the Executive’s death that were due to vest in the year
      or month of the Executive’s death shall vest.  Other than as set
      forth in the immediately preceding two sentences, the Company shall have
      no further obligations under this Agreement from and after the date of
      termination due to the death of the
Executive.

            


    

    
       

      
        
           

          
            Executive
Initials

          

          
            
               

            

            
              
                7

                 

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    6.          Confidentiality,
Non-Compete & Non-Solicitation Agreement.  Executive agrees
to the terms of the Confidentiality, Non-Solicitation and Non-Compete Agreement
attached hereto as Addendum A and has
signed that Agreement.  Such Confidentiality, Non-Solicitation and
Non-Compete Agreement is hereby incorporated into and made a part of this
Agreement.

    


    7.           Importance
of Certain Clauses.  Executive and Employer agree that the
covenants contained in the Confidentiality, Non-Solicitation and Non-Compete
Agreement attached hereto and incorporated into this Agreement are material
terms of this Agreement and all parties understand the importance of such
provisions to the ongoing business of the Employer.  As such, because
the Employer's continued business and viability depend on the protection of such
secrets and non-competition, these clauses are interpreted by the parties to
have the widest and most expansive applicability as may be allowed by law and
Executive understands and acknowledges his or her understanding of
same.

    


    8.          Consideration.  Executive
acknowledges and agrees that the provision of employment under this Agreement
and the execution by the Employer of this Agreement constitute full, adequate
and sufficient consideration to Executive for the Executive's duties,
obligations and covenants under this Agreement and under the Confidentiality,
Non-Solicitation and Non-Compete Agreement incorporated into this
Agreement.

    


    9.          Acknowledgement
of Post Termination Obligations.  Upon the effective date of
termination of Executive’s employment (unless due to Executive’s death), if
requested by the Employer, Executive shall participate in an exit interview with
the Employer and certify in writing that Executive has complied with his
contractual obligations and intends to comply with his continuing obligations
under this Agreement, including, but not limited to, the terms of the
Confidentiality, Non-Solicitation and Non-Compete Agreement.  To the
extent it is known or applicable at the time of such exit interview, Executive
shall also provide the Employer with information concerning Executive's
subsequent employer and the capacity in which Executive will be employed.
Executive's failure to comply shall be a material breach of this Agreement, for
which the Employer, in addition to any other civil remedy, may seek equitable
relief.

    


    10.        Withholding.
All payments made to Executive shall be made net of any applicable withholding
for income taxes and Executive's share of FICA, FUTA or other employment taxes.
The Company shall withhold such amounts from such payments to the extent
required by applicable law and remit such amounts to the applicable governmental
authorities in accordance with applicable law.

    


    11.        Representations
of Executive.  Executive represents and warrants to NeoGenomics
that (a) nothing in his past legal and/or work and/or personal experiences,
which if became broadly known in the marketplace, would impair his ability to
serve as the Chief Executive Officer of a publicly-traded company or materially
damage his credibility with public shareholders; (b) there are no restrictions,
agreements, or understandings whatsoever to which he  is a party which
would prevent or make unlawful his execution of this Agreement or employment
hereunder, (c) Executive’s execution of this Agreement and employment hereunder
shall not constitute a breach of any contract, agreement or understanding, oral
or written, to which he is a party or by which he is bound, (d) Executive is
free and able to execute this Agreement and to continue  employment
with NeoGenomics, and (e) Executive has not used and will not use confidential
information or trade secrets belonging to any prior employers to perform
services for the Company.

    


    12.        Effect of
Partial Invalidity.  The invalidity of any portion of this
Agreement shall not affect the validity of any other provision.  In
the event that any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall remain in full force and
effect.

    


    13.        Entire
Agreement.  This Agreement, together with the other documents
referenced herein, reflects the complete agreement between the parties regarding
the subject matter identified herein and shall supersede all other previous
agreements, either oral or written, between the parties. The parties stipulate
that neither of them, nor any person acting on their behalf has made any
representations except as are specifically set forth in this Agreement and each
of the parties acknowledges that it or he has not relied upon any representation
of any third party in executing this Agreement, but rather have relied
exclusively on it or his own judgment in entering into this
Agreement.

    
       

      
         

        
          
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    14.        Assignment.  Employer
may assign its interest and rights under this Agreement at its sole discretion
and without approval of Executive to a successor in interest by the Employer’s
merger, consolidation or other form of business combination with or into a third
party where the Employer’s stockholders before such event do not control a
majority of the resulting business entity after such event.  All
rights and entitlements arising from this Agreement, including but not limited
to those protective covenants and prohibitions set forth in the Confidentiality,
Non-Solicitation and Non-Compete Agreement attached as Addendum A and
incorporated into this Agreement shall inure to the benefit of any purchaser,
assignor or transferee of this Agreement and shall continue to be enforceable to
the extent allowable under applicable law.  Neither this Agreement,
nor the employment status conferred with its execution is assignable or subject
to transfer in any manner by Executive.

    


    15.        Notices.  All
notices, requests, demands, and other communications shall be in writing and
shall be given by registered or certified mail, postage prepaid, a) if to the
Employer, at the Employer’s then current headquarters location, and b) if to
Executive, at the most recent address on file with the Company for Executive or
to such subsequent addresses as either party shall so designate in writing to
the other party.

    


    


    16.        Remedies.  If
any action at law, equity or in arbitration, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party may, if the court or arbitrator hearing the dispute, so
determines, have its reasonable attorneys’ fees and costs of enforcement
recouped from the non-prevailing party.

    


    17.        Amendment/Waiver.  No
waiver, modification, amendment or change of any term of this Agreement shall be
effective unless it is in a written agreement signed by both
parties.  No waiver by the Employer of any breach or threatened breach
of this Agreement shall be construed as a waiver of any subsequent breach unless
it so provides by its terms.

    


    18.        Governing
Law, Venue and Jurisdiction.  This Agreement and all
transactions contemplated by this Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida without regard to
any conflicts of laws, statutes, rules, regulations or
ordinances.  Executive consents to personal jurisdiction and venue in
the Circuit Court in and for Lee County, Florida regarding any action arising
under the terms of this Agreement and any and all other disputes between
Executive and Employer.

    


    19.        Arbitration. 
Any and all controversies and disputes between Executive and Employer arising
from this Agreement or regarding any other matter whatsoever shall be submitted
to arbitration before a single unbiased arbitrator skilled in arbitrating such
disputes under the American Arbitration Association, utilizing its Commercial
Rules.  Any arbitration action brought pursuant to this section shall
be heard in Fort Myers, Lee County, Florida.  The Circuit Court in and
for Lee County, Florida shall have concurrent jurisdiction with any arbitration
panel for the purpose of entering temporary and permanent injunctive relief, but
only with respect to any alleged breach of the Confidentiality, Non-Solicitation
and Non-Compete Agreement.

    


    20.        Headings.  The
titles to the sections of this Agreement are solely for the convenience of the
parties and shall not affect in any way the meaning or interpretation of this
Agreement.

    
       

      
        
           

          
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    21.        Miscellaneous
Terms.  The parties to this Agreement declare and represent
that:

    


    
      	
               
      

            	
              a.

            	
              They
      have read and understand this
Agreement;

            


    

    


    
      	
               
      

            	
              b.

            	
              They
      have been given the opportunity to consult with an attorney if they so
      desire;

            


    

    


    
      	
               
      

            	
              c.

            	
              They
      intend to be legally bound by the promises set forth in this Agreement and
      enter into it freely, without duress or
  coercion;

            


    

    


    
      	
               
      

            	
              d.

            	
              They
      have retained signed copies of this Agreement for their records;
      and

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      rights, responsibilities and duties of the parties hereto, and the
      covenants and agreements contained herein, shall continue to bind the
      parties and shall continue in full force and effect until each and every
      obligation of the parties under this Agreement has been
      performed.

            


    

    


    22.        Counterparts.  This Agreement
may be executed in counterparts and by facsimile, or by pdf, each of which shall
be deemed an original for all intents and purposes.

    


    Signatures
appear on the following page.

     

    
       

      
         

        
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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

    


    


    
      	 
      	
              NEOGENOMICS,
      INC., a Nevada Corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/Steven
      C. Jones

            
	 
      	 
      	 
      
	 
      	
              Name:

            	
              Steven
      C. Jones

            
	 
      	 
      	 
      
	 
      	
              Title:

            	
              Acting
      Principal Financial Officer

            


    

    


    


    


    


    
      	 
      	
              EXECUTIVE:

            
	 
      	 
      
	 
      	
              /s/Douglas
      M. VanOort

            
	 
      	
              Douglas
      M. VanOort

            


    

    


    


    
       

      
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    Addendum
A

    


    Form
of Confidentiality, Non-Compete and Non-Solicitation Agreement

     

    
 

     

     

     

     

     

    
      
         

        
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