offer093003white





October 15, 2003

Mr. Thomas White
9720 Rocky Point Road
Clarence, NY 14031

VIA FACSIMILE (716 759-6910)

Dear Tom:

On behalf of NeoGenomics, Inc. ("NeoGenomics" or the "Company"), it is my
pleasure to extend this offer of employment to you ("Executive"). If the
following terms are satisfactory, please countersign this letter (the
"Agreement") and return a copy to me at your earliest convenience.

Position:       Chief Executive Officer. In such capacity, you will perform
                such duties and have such responsibilities as may be assigned by
                the Board of Directors of the Company from time to time that are
                normally inherent in such capacities incorporations of similar
                size and character.

StartDate:      October 20, 2003 or such other date that is mutually
                agreed upon by the Company and you.

Term:           Three years from the Start Date, provided that either party may
                cancel this agreement by giving the other party 60 days written
                notice of a termination. In the event that you terminate this
                agreement at anytime during the first year from your Start Date,
                you agree that you will reimburse the Company for your relocation
                costs.

Base Salary:    $100,000/year, payable twice monthly, to start.
                Thereafter, salary increases will be based on performance and
                will occur at the discretion of the compensation committee of the
                Board of Directors.

Bonus:          You will be eligible for an annual bonus based on performance.
                The amount of such bonus shall be based on the available
                resources of the Company and shall be at the discretion of the
                Compensation Committee of the Board of Directors.

Car Allowance:  The parties agree that a significant portion of your
                time will be spent on marketing activities and it is expected
                that you will need to drive approximately 1,500 miles per month
                to perform the duties of your position.




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                As such, the Company agrees to reimburse your automobile expenses
                (inclusive of all fuel and repair expenses) at a per diem rate of
                $500 per month which amount is based on the Federal Government
                standard mileage rate of $0.36/mile for 2003 (established in IRS
                Publication 15). You understand that the Company is treating
                these per diem payments as non-taxable reimbursements under an
                "Accountable Plan" according to IRS Publications 15 and 643, and
                as such any reimbursements above the amount of expense incurred
                must be reported back to the Company and treated as taxable
                income. The Executive therefore agrees that, to the extent it is
                applicable, he will report back to the Company no less frequently
                than quarterly any amounts of per diem reimbursements that exceed
                actual expenses based on the above formulas and such excess will
                be treated as taxable income on your W-2 form.

Benefits:       You will be entitled to participate in all medical and other
                benefits that the company has established for executive officers
                of the Company, including, but not limited to reimbursement of
                100% of any health insurance premium for the Executive in
                accordance with the Company's policy for such reimbursement.

Relocation:     The Company will reimburse you for all reasonable
                out-of-pocket expenses associated with a van line move to the
                Fort Myers, FL area up to a maximum of $15,000 or such other
                amount mutually agreed upon by the Company. Such allowance will
                include airfare and accommodations for you and your wife for two
                house hunting trips to Fort Myers, FL. You agree to use your best
                efforts to relocate your primary residence to the Fort Myers area
                not later than December 31, 2003.

Vacation:       After completing three months of employment, you will be
                eligible for 4 weeks of paid vacation/year, which will accrue on
                a pro-rata basis throughout the year. Unused vacation in any
                given year will not be carried over for more than 30 days into
                the subsequent fiscal year.

StockOptions:   Upon your Start Date, you will be granted stock options
                to purchase 900,000 shares of NeoGenomics's common stock at an
                exercise price equivalent to the average closing bid price per
                share at which NeoGenomics stock was quoted on the NASDAQ
                Bulletin Board for the five trading days prior to your Start
                Date. The grant of such options will be made pursuant to the
                Company Stock Option Plan and will be evidenced by a separate
                Option Agreement, which the Company will execute with you within
                60 days of your Start Date. So long as you remained employed by
                the Company, such options will have a ten-year term from the
                grant date and will vest according to the following schedule:

                Time-Based Vesting
                       75,000    on your Start Date;
                      100,000    on the first anniversary of your Start Date;
                      100,000    on the second anniversary of your Start Date;




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                      100,000    on the third anniversary of your Start Date;

                Performance-Based Vesting
                      125,000    when the Company reaches $2.5 million of
                                 consolidated revenue for the preceding twelve months;

                      125,000    when the Company reaches $5.0 million of
                                 consolidated revenue for the preceding twelve months;

                      125,000    when the Company's stock maintains an average
                                 closing bid price (as quoted on NASDAQ Bulletin
                                 Board) of $0.50/share over the previous 30 trading days.

                      150,000    when the Company's stock maintains an average
                                 closing bid price (as quoted on NASDAQ Bulletin
                                 Board) of $1.00/share over the previous 30 trading days.

                The Company agrees that it will grant to you the maximum number
                of Incentive Stock Options ("ISO's") available under current SEC
                guidelines and that the remainder, if any, will be in the form of
                non-qualified stock options.

Termination
Without Cause:  If the Company terminates you without "Cause" for any
                reason during the Term or any extension thereof, then the Company
                agrees that as severance it will continue to pay you your Base
                Salary and maintain your employee benefits for a period that is
                equal to one month for every full year of your employment by the
                Company (subject to a minimum of two months and a maximum of six
                months), beginning as of the date of your termination. In
                addition, if such termination without cause shall occur at
                anytime after twelve months from your start date, than the pro
                rata portion of any unvested options up until the date of
                termination that are due to vest in the year of termination shall
                vest. For the purposes of this letter agreement, the Company
                shall have "Cause" to terminate your employment hereunder upon:

                (i) the willful (or grossly negligent) and continued failure by
                you to substantially perform your duties as CEO (other than any
                such failure resulting from incapacity due to physical or mental
                illness) for a period of ten days after demand for substantial
                performance is delivered in writing by the Company that
                specifically identifies the manner in which the Company believes
                you have not substantially performed your duties; or

                (ii) the active participation by you in an act or series of acts
                of willful malfeasance or gross misconduct, recklessness or gross
                negligence (including, without limitation, any action that
                results in your conviction of or pleading guilty to any
                misdemeanor or regulatory sanction placed upon you) which a
                reasonable person would expect to have a potentially damaging or
                detrimental effect on the Company; or

                (iii) your being convicted of, or pleading guilty to, a felony.




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                You acknowledge and agree that any and all payments to which you
                are entitled under this Section are conditioned upon and subject
                to your execution of a general waiver and release, in such
                reasonable form as counsel for each of the Company and you shall
                agree upon, of all claims you have or may have against the
                Company.

Confidentiality:     You shall not, during or at any time after the term
                of employment, disclose to any person, corporation or other
                entity for any purpose whatsoever any information disclosed to
                you or known by you as a consequence of your employment by the
                Company and not generally known in the industry concerning the
                business of the Company (as now or hereafter constituted or
                contemplated), including, but not limited to, such information as
                shall pertain to the prospects, plans, financial condition,
                policies, business methods, products, customers, employees and
                agents of the Company, nor shall you directly or indirectly make
                use of any such information for your purposes or for the benefit
                of any other person, corporation or entity. You also shall not,
                during and at any time prior to two years after termination of
                your employment, directly or indirectly, on behalf of any trade
                or business that is competitive with the business of the Company,
                as it then exists, aid or endeavor to solicit or induce then
                remaining employees of the Company to leave their employment with
                the Company in order to accept employment with another person or
                entity or then customers of the Company to purchase products or
                services then being sold or offered by the Company from another
                person or entity. Upon any violation of the covenants set forth
                in this paragraph, the Company shall be entitled to preliminary
                and permanent injunctive relief, with or without an allowance for
                damages, as well as an equitable accounting of all earnings,
                profits and other benefits arising from such violation, which
                rights shall be cumulative and in addition to any and all other
                rights and remedies to which the Company may be entitled.

Non-Competition:     You agree that your Option Agreement will contain a
                non-compete clause covering the 24 months after your employment
                with the Company. Such non-compete clause will be limited only to
                working with companies in a similar line of business as the
                Company's in the markets in which the Company is operating at the
                time of your termination.

Executive's
Representations:     You represent and warrant that nothing in your past
                legal and/or work experiences, which if became broadly known in
                the marketplace, would impair your ability to serve as the CEO of
                a public company or materially damage your credibility with
                public shareholders. You further represent and warrant that,
                prior to accepting this offer of employment, you have disclosed
                all material information about your past legal and work
                experiences that would be required to be disclosed on a Directors
                and Officers's questionnaire for the purpose of determining what
                disclosures, if any, will need to be made with the SEC. Prior to
                the Company's next public filing, you also agree to fill out a




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                Director's and Officer's questionnaire in form and substance
                satisfactory to the Company's counsel.

Miscellaneous:  (i) This Agreement supersedes all prior agreements and
                understandings between the parties and may not be modified or
                terminated orally. No modification or attempted waiver will be
                valid unless in writing and signed by the party against whom the
                same is sought to be enforced.

                (ii) The provisions of this Agreement are separate and severable,
                and if any of them is declared invalid and/or unenforceable by a
                court of competent jurisdiction or an arbitrator, the remaining
                provisions shall not be affected.

                (iii)If a court of competent jurisdiction determines that any of
                the restrictions against disclosure of Confidential Information,
                competition and/or solicitation contained in this Agreement are
                invalid in whole or in part due to over breadth, whether
                geographically, temporally, or otherwise, such court is
                specifically authorized and requested to reform such provision by
                modifying it to the smallest extent necessary to render it valid
                and enforceable, and to enforce the provision as modified.

                (iv) This Agreement is the joint product of the Company and you
                and each provision hereof has been subject to the mutual
                consultation, negotiation and agreement of the Company and you
                and shall not be construed for or against either party hereto.

                (v) This Agreement will be governed by, and construed in
                accordance with the provisions of the law of the State of
                Florida, without reference to provisions that refer a matter to
                the law of any other jurisdiction. Each party hereto hereby
                irrevocably submits itself to the exclusive personal jurisdiction
                of the federal and state courts sitting in Florida; accordingly,
                any matters involving the Company and the Executive with respect
                to this Agreement may be adjudicated only in a federal or state
                court sitting in Florida.

                (vi) This Agreement may be signed in counterparts, and by fax,
                each of which shall be an original, with the same effect as if
                the signatures thereto and hereto were upon the same instrument.

                (vii) This Agreement supercedes any prior written or verbal
                agreements that you might have with the Company.




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We are  excited  about  having you on our team.  We believe  your skill set will
allow you to be an immediate  and  significant  contributor  to our cause and we
look forward to working with you.

Warmest Regards,


Michael T. Dent, M.D.
President


Agreed and Accepted:


_________________________Date______
Thomas White