Exhibit
10.38
 
 
  July 22,
2009
 
 Grant
Carlson
  Dear
Grant,
 
 On behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Vice President of Sales &
Marketing position to you.  If the following terms are satisfactory,
please countersign this letter (the “Agreement”) and return a copy to me at your
earliest convenience.
 
 Position:
              You
      will be elected to the position of Vice President of Sales & Marketing
      at the first scheduled meeting of the Board of Directors after your Start
      Date.
 
 Duties:
              As
      Vice President of Sales & Marketing, you will report to the Chief
      Executive Officer (“CEO”) of the Company or such other person as may be
      appointed by the CEO and you will be responsible for managing the overall
      sales and marketing activities of the Company.  These
      responsibilities will include hiring, training, developing and managing
      that number of sales personnel needed to meet or exceed the Company’s
      yearly sales budgets, managing the overall customer acquisition process
      for the Company, providing new product development and new marketing
      initiatives for the Company and such other duties as may be assigned to
      you by the CEO of the Company or the Board’s designee in the absence of
      the CEO.
 
 Start
    Date:
              July
      6, 2009, with vacation and certain benefits considered to be effective as
      if you were an employee as of January 1, 2009 (giving consideration to
      your status as a Consultant as of the beginning of this
    year).
 
 Term:
              Four
      years from the Start Date, provided that either party may cancel this
      agreement by giving the other party written notice of a
      termination.
 
 Base
    Salary:
              $200,000/year,
      payable bi-weekly.  The parties agree that this salary is for a
      full-time position. Thereafter, increases in base salary may occur
      annually at the discretion of the CEO of the Company with the approval of
      the Compensation Committee of the Board of
  Directors.
  
 
 Grant
Carlson
 Page
2 of 18
 
 Relocation:
              You
      will be eligible for relocation assistance should you agree to establish a
      residence in the greater Fort Myers area no later than September 1,
      2010.  Please refer to the terms in the attached Relocation
      Agreement.
 
 Bonus:
              Beginning
      with the fiscal year ending December 31, 2009, you will be eligible to
      receive an incentive bonus payment which will be targeted at 30% of your
      Base Salary based on 100% achievement of goals as agreed upon between you
      and the CEO of the Company and approved by the Board of Directors for such
      fiscal year.
 
 Benefits:
              You
      will be entitled to participate in all medical and other benefits that the
      Company has established for its employees in accordance with the Company’s
      policy for such benefits at any given time.  Other benefits may
      include but not be limited to: short term and long term disability,
      dental, a 401K plan, a section 125 plan and an employee stock purchase
      plan.
 
 Car
      & phone
 Allowance:
              The
      parties agree that a significant portion of your time will be spent on
      sales and marketing activities and it is expected that you will need to
      utilize your personal vehicle and telephones to perform the duties of your
      position.  As such, the Company agrees to provide you a taxable
      automobile allowance of $700 per month plus reimburse you for all
      work-related gas expenses according to the current policy.  The
      Company also agrees to reimburse you for the use of your personal
      telephone and cell phone at a taxable rate of $250 per month according to
      the current policy.
 
 Paid Time
      Off:
              You will be eligible for 4 weeks
      of paid time off (PTO)/year (160 hours), which will accrue on a pro-rata
      basis beginning from your hire date and be may carried over from year to
      year.  It is company policy that when your accrued PTO balance
      reaches 160 hours, you will cease accruing PTO until your accrued PTO
      balance is 120 hours or less – at which point you will again accrue PTO
      until you reach 160 hours. You are eligible to use PTO after completing 3
      months of employment.   In addition to paid time off, there
      are also 6 paid national holidays and 1 “floater” day available to
      you.
 
 Stock
      Options:
              Upon
      your Start Date, you will be granted stock options to purchase up to
      150,000 shares of NeoGenomics common stock at an exercise price equivalent
      to the closing price per share at which NeoGenomics stock was quoted on
      the NASDAQ Bulletin Board the day prior to your start
      date.    The grant of such options will be made
      pursuant to the Company’s stock option plan then in effect and will be
      evidenced by a separate Option Agreement, which the Company will execute
      with you within 60 days of receiving a copy of the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement which has
      been executed by you.  So long as you remained employed by the
      Company, such options will have a five-year term from the grant date and
      will vest according to the following
schedule:
  
  Grant
Carlson
 Page
3 of 18
 
 Time-Based
Vesting
 
 18,750           at
your first year anniversary
 18,750           at
your second year anniversary
 18,750           at
your third year anniversary
 18,750           at
your fourth year anniversary
 
 Company
Performance-Based Vesting
 
 9,375
                      if
      the Company achieves the board approved budgeted revenue for FY
      2009;9,375
                      if
      the Company achieves the board approved budged adjusted EBITDA projections
      for FY 2009.9,375
                      if
      the Company achieves the board approved budgeted revenue for FY
      2010;9,375
                      if
      the Company achieves the board approved budged adjusted EBITDA projections
      for FY 2010.9,375
                      if
      the Company achieves the board approved budgeted revenue for FY
      2011;9,375
                      if
      the Company achieves the board approved budged adjusted EBITDA projections
      for FY 2011.9,375
                      if
      the Company achieves the board approved budgeted revenue for FY
      2012;9,375
                      if
      the Company achieves the board approved budged adjusted EBITDA projections
      for FY
2012.
 
 If for
any reason you resign prior to the time which is 12 months from your Start Date,
you will forgo all such options. Furthermore, you understand that the Company’s
stock option plan requires that any employee who leaves the employment of the
Company will have no more than three (3) months from their termination date to
exercise any vested options.
 
 The
Company agrees that it will grant to you the maximum number of Incentive Stock
Options (“ISO’s”) available under current IRS 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 six (6) months of your employment
      by the Company, beginning on the date of your termination
      notice.
  
  Grant
Carlson
 Page
4 of 18
 For
      the purposes of this letter agreement, the Company shall have “Cause” to
      terminate your employment hereunder upon:  (i) failure to
      materially perform and discharge your duties and responsibilities under
      this Agreement (other than any such failure resulting from incapacity due
      to illness) after receiving written notice and allowing you ten (10)
      business days to cure such failures, if so curable, provided, however,
      that after one such notice has been given to you, the Company is no longer
      required to provide time to cure subsequent failures under this provision,
      or (ii) any breach by you of the provisions of this Agreement; or (iii)
      misconduct which, in the opinion and sole discretion of the Company, is
      injurious to the Company; or (iv) any felony conviction involving the
      personal dishonesty or moral turpitude, or (v) engagement in illegal drug
      use or alcohol abuse which prevents you from performing your duties in any
      manner, or (vi) any material misappropriation, embezzlement or conversion
      of the Company’s or any of its subsidiary’s or affiliate’s property or
      business opportunities by you; or (vii) willful misconduct by you in
      respect of your duties or obligations under this Agreement and/or the
      Confidentiality, Non-Solicitation, and Non-competition
      Agreement.
 
 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,
 Non-Compete,
&
 Work
      +Products:
              You
      agree that prior to your Start Date, you will execute the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement attached
      to this letter as Exhibit 1.  You understand that if you should
      fail to execute such Confidentiality, Non-Competition and Non-Solicitation
      Agreement in the agreed-upon form, it will be grounds for revoking this
      offer and not hiring you.  You understand and acknowledge that
      this Agreement shall be read in pari materia with
      the Confidentiality, Non-Competition and Non-Solicitation Agreement and is
      part of this Agreement.
 
 Executive’s
 Representations:
              You
      understand and acknowledge that this position is an officer level position
      within NeoGenomics.  You represent and warrant, to the best of
      your knowledge, 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 an officer of a public company or materially damage
      your credibility with public shareholders.  You further
      represent and warrant, to the best of your knowledge, 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’ 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 Director’s and Officer’s questionnaire in form
      and substance satisfactory to the Company’s counsel.   You
      further represent and warrant, to the best of your knowledge, that you are
      currently not obligated under any form of non-competition or
      non-solicitation agreement which would preclude you from serving in the
      position indicated above for NeoGenomics or soliciting business
      relationships for any laboratory services from any potential customers in
      the United States.
  
  Grant
Carlson
 Page
5 of 18
 
 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)
              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.
 
 (iv)
              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 Lee County,
  Florida.
 
 (v)
                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.
 
 (vi)
              Within
      three days of your start date, you will need to provide documentation
      verifying your legal right to work in the United States.  Please
      understand that this offer of employment is contingent upon your ability
      to comply with the employment verification requirements under federal laws
      and that we cannot begin payroll until this requirement has been
      meet.
 
 (vii)
              Employment
      with NeoGenomics is an “at-will” relationship and not guaranteed for any
      term.  You or the Company may terminate employment at anytime
      for any reason by providing written
notice.
 
 (Signatures
Appear on the Next Page)
  
  
 Grant
Carlson
 Page
6 of 18
 
 Grant, I
know that with your help we can build a world-class team to help drive this
company.  Welcome aboard!
 
 Sincerely,
 
 /s/
Douglas M. VanOort
 
 Douglas
M. VanOort
 Executive
Chairman and Interim CEO
 
 Agreed
and Accepted:
 
 /s/ Grant Carlson
                7/22/2009Grant
      Carlson
                Date
  
  Grant
Carlson
 Page
7 of 18
 
 Exhibit
1
 
 Form
of Confidentiality, Non-Competition and Non-Solicitation Agreement
 
 Exhibit
2
 
 Relocation
Agreement
 
 
  Grant
Carlson
 Page
8 of 18
 
 EXHIBIT
1
 
 CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETE AGREEMENT
 
 This
Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”)
dated this 9th day of July, 2009 is entered into by and between Grant Carlson
(“Employee”) and NeoGenomics, Inc., a Florida corporation (“Employer” and
collectively with NeoGenomics, Inc, a Nevada corporation, the Employer’s parent
corporation, the “Company”).  Hereinafter, each of the Employee or the
Company maybe referred to a “Party” and together be referred to as the
“Parties”.
 
 RECITALS:
 
 WHEREAS, the Parties have
entered into that certain letter agreement, dated July 22, 2009 that creates an
employment relationship between the Company and Employee (the “Employment
Agreement”); and
 
 WHEREAS, pursuant to the
Employment Agreement, the Employee agreed to enter into the Company’s standard
Confidentiality, Non-Solicitation and Non-Compete; and
 
 WHEREAS, the Company desires
to protect and preserve its Confidential Information and its legitimate business
interests by having the Employee enter into this Agreement as part of the
Employment Agreement; and
 
 WHEREAS, the Employee desires
to establish and maintain an employment relationship with the Company and as
part of such employment relationship desires to enter into this Agreement with
the Company.
 
 Now,
therefore, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Employee, the Parties agree as follows:
 
 1.           Term.Employee
agree(s) that the term of this agreement is effective upon execution and shall
survive and continue to be in force and effect for two years following the
termination of any employment relationship between the Parties, whether
termination is by the Company and/or any entity that is wholly or partially
owned by the Company (all of such entities being hereinafter referred to as
“Affiliated Entities”), with or without cause, wrongful discharge, or for any
other reason whatsoever, or by the Employee (“Term”).
 
 2.           Confidential
Information.
 
 a.           The
term “Confidential Information” as used herein shall include all business
practices, methods, techniques, or processes that:  (i) derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use; and (ii) is
the subject of efforts that are reasonable under the circumstances to maintain
its secrecy.  Confidential Information also includes, but is not
limited to, files, letters, memoranda, reports, records, computer disks or other
computer storage medium, data, models or any photographic or other tangible
materials containing such information, customer lists and names and other
information, customer contracts, other corporate contracts, computer programs,
proprietary technical information and or strategies, sales, promotional or
marketing plans or strategies, programs, techniques, practices, any expansion
plans (including existing and entry into new geographic and/or product markets),
pricing information, product or service offering specifications or plans
therefor, business plans, financial information and other financial plans, data
pertaining to the Company’s operating performance, employee lists, salary
information, training manuals, and other materials and business information of a
similar nature, including information about the Company itself or any Affiliated
Entity, which Employee acknowledges and agrees has been compiled by the
Company's expenditure of a great amount of time, money and effort, and that
contains detailed information that could not be created independently from
public sources.  Further, all data, spreadsheets, reports, records,
know-how, verbal communication, proprietary and technical information and/or
other confidential materials of similar kind transmitted by the Company or any
Affiliated Entity to Employee or developed by the Employee on behalf of the
Company or any Affiliate Entity as Work Product (as defined in Paragraph 7) are
expressly included within the definition of “Confidential
Information.”  The Parties further agree that the fact the Company or
any Affiliated Entity may be seeking to complete a business transaction is
“Confidential Information” within the meaning of this Agreement, as well as all
notes, analysis, work product or other material derived from Confidential
Information.
  
 
 Grant
Carlson
 Page
9 of 18
 
 b.           Employee
acknowledge(s) that this "Confidential Information" is of value to the Company
and/or any Affiliated Entities by providing them with a competitive advantage
over their competitors, is not generally known to competitors of the Company,
and is not intended by the Company or any Affiliated Entities for general
dissemination.  Employee acknowledges that this "Confidential
Information" derives independent economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use, and
is the subject of reasonable efforts to maintain its
secrecy.  Therefore, the Parties agree that all "Confidential
Information" under this Agreement constitutes “Trade Secrets” under Section
688.002 and Chapter 812 of the Florida Statutes.
 
 3.           Duty of
Confidentiality.All
Confidential Information is considered highly sensitive and strictly
confidential. The Employee agrees that at all times during the term of this
Agreement and after the termination of employment with the Company or any
Affiliated Entity for as long as such information remains non-public
information, the Employee shall (i) hold in confidence and refrain from
disclosing to any other party all Confidential Information, whether written or
oral, tangible or intangible, concerning the Company or any Affiliated Entities
and their business and operations unless such disclosure is accompanied by a
non-disclosure agreement executed by the Company with the party to whom such
Confidential Information is provided, (ii) use the Confidential Information
solely in connection with his or her employment with the Company or any
Affiliated Entity and for no other purpose, (iii) take all precautions necessary
to ensure that the Confidential Information shall not be, or be permitted to be,
shown, copied or disclosed to third parties, without the prior written consent
of the Company or any Affiliated Entity, (iv) observe all security policies
implemented by the Company or any Affiliated Entity from time to time with
respect to the Confidential Information, and (v) not use or disclose, directly
or indirectly, as an individual or as a partner, joint venturer, employee,
agent, salesman, contractor, officer, director or otherwise, for the benefit of
himself or herself or any other person, partnership, firm, corporation,
association or other legal entity, any Confidential Information, unless
expressly permitted by this Agreement.  Employee agrees that
protection of the Company’s and any Affiliated Entity’s Confidential Information
constitutes a legitimate business interest justifying the restrictive covenants
contained herein.  Employee further agrees that the restrictive
covenants contained herein are reasonably necessary to protect the Company’s and
any Affiliated Entity’s legitimate business interest in preserving its
Confidential Information.
 
 In the
event that the Employee is ordered to disclose any Confidential Information,
whether in a legal or regulatory proceeding or otherwise, the Employee shall
provide the Company or any Affiliated Entities with prompt notice of such
request or order so that the Company or any Affiliated Entity may seek to
prevent disclosure.
  
 
 Grant
Carlson
 Page
10 of 18
 
 4.           Limited
Right of Disclosure.Except as
otherwise permitted by this Agreement, Employee shall limit disclosure of
pertinent Confidential Information to Employee’s attorney, if any
(“Representative(s)”), for the sole purpose of evaluating Employee’s
relationship with the Company.  Paragraph 3 of this Agreement shall
bind all such Representative(s), and Employee shall show this Agreement to them
and shall obtain their signed consent to be bound by this Agreement prior to any
disclosures.
 
 5.           Return of
Company Property and Confidential Materials.All
tangible property, including cell phones, laptop computers and other company
purchased property, as well as all Confidential Information provided to Employee
is the exclusive property of the Company and/or its Affiliated Entities and must
be returned to the Company and/or its Affiliated Entities in accordance with the
instructions of the Company and/or such Affiliated Entities either upon
termination of the Employee’s employment or at such other time as is reasonably
requested by the Company.  Employee agree(s) that upon termination of
employment with the Company or any Affiliated Entity, whether termination is by
the Company or the Affiliated Entity, with or without cause, wrongful discharge,
or for any other reason whatsoever, or by the Employee, Employee shall return
all copies, in whatever form, including hard copies and computer disks, of
Confidential Information to the Company and/or the Affiliated Entity, and
Employee shall delete any copy of the Confidential Information on any computer
file or database maintained by Employee and shall certify in writing that he/she
has done so.  In addition to returning all information to the Company
and/or any Affiliated Entities as described above, Employee will destroy any
analysis, notes, work product or other materials relating to or derived from the
Confidential Information. Any intentional or unauthorized retention of
Confidential Information may constitute “civil theft” as such term is defined in
Chapter 772 of the Florida Statutes.
 
 6.           Agreement
Not To Circumvent.Employee
agrees not to pursue any transaction or comparable concept that makes use of any
information identified herein as Confidential Information during the Term of
this Agreement, other than through the Company and/or its Affiliated Entities or
on behalf of the Company and/or its Affiliated Entities.  It is
further understood and agreed that the Employee will direct all communications
and requests regarding Confidential Information from any third parties through
the Company’s then chief executive officer or president.  Any
violation of this covenant shall subject Employee to the remedies identified in
Paragraph 9 in addition to any other available remedies.
 
 7.           Title to
Work Product.Employee
agrees that all work products (including strategies and testing methodologies
for competing in the genetics testing industry, technical materials and
diagrams, computer programs, financial plans and other written materials,
websites, presentation materials, course materials, advertising campaigns,
slogans, videos, pictures and other materials) created or developed by the
Employee for the Company or any of its Affiliated Entities during the term of
the Employee’s employment with the Company or any successor to the Company until
the date of termination of the Employee (collectively, the “Work Product”),
shall be considered a work made for hire and that the Company shall be the sole
owner of all rights, including copyright, in and to the Work
Product.
 
 If the Work Product, or any part
thereof, does not qualify as a work made for hire, the Employee agrees to
assign, and hereby assigns, to the Company for the full term of the copyright
and all extensions thereof all of its right, title and interest in and to the
Work Product.  All discoveries, inventions, innovations, works of
authorship, computer programs, improvements and ideas, whether or not patentable
or copyrightable or otherwise protectable, conceived, completed, reduced to
practice or otherwise produced by the Employee in the course of his or her
services to the Company in connection with or in any way relating to the
business of the Company or capable of being used or adapted for use therein or
in connection therewith shall forthwith be disclosed to the Company and shall
belong to and be the absolute property of the Company unless assigned by the
Company to an Affiliated Entity.
  
  Grant
Carlson
 Page
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  Employee hereby assigns to the
Company all right, title and interest in all of the discoveries, inventions,
innovations, works of authorship, computer programs, improvements, ideas and
other work product; all copyrights, trade secrets, and trademarks in the same;
and all patent applications filed and patents granted worldwide on any of the
same for any work previously completed on behalf of the Company or any
Affiliated Entity or work performed under the terms of this Agreement or the
Employment Agreement.  Employee, if and whenever required to do so
(whether during or after the termination of his or her employment), shall at the
expense of the Company or any Affiliated Entity apply or join in applying for
copyrights, patents or trademarks or other equivalent protection in the United
States or in other parts of the world for any such discovery, invention,
innovation, work of authorship, computer program, improvement, and idea as
aforesaid and execute, deliver and perform all instruments and things necessary
for vesting such patents, trademarks, copyrights or equivalent protections when
obtained and all right, title and interest to and in the same in the Company
absolutely and as sole beneficial owner, unless assigned by the Company to an
Affiliated Entity.  Notwithstanding the foregoing, work product
conceived by the Employee, which is not related to the business of the Company,
or any Affiliated Entity, will remain the property of the Employee.
  8.           Restrictive
Covenant.    The
Company and its Affiliated Entities are engaged in the business of providing
cancer genetic and molecular testing services to oncologists, urologists,
pathologists, physicians, hospitals, and other medical
laboratories.  The covenants contained in this Paragraph 8 (the
“Restrictive Covenants”) are given and made by Employee to induce the Company to
employ Employee under the terms of the Employment Agreement, and Employee
acknowledges sufficiency of consideration for these Restrictive
Covenants.  Employee expressly covenants and agrees that, during his
or her employment and for a period time following termination of such
employment, as defined below, whether termination is by the Company, with or
without cause, wrongful discharge, or for any other reason whatsoever, or by
Employee (such period of time is hereinafter referred to as the "Restrictive
Period"), he/she will abide by the following restrictive covenants unless an
exception is specifically provided in certain situations in such Restrictive
Covenants.  The Restrictive Period will be defined as a period of two
(2) years for the Non-Solicitation Covenant and a period of one (1) year for the
Non-Competition Covenant.
 
 a.
              Non-Solicitation.   Employee
      agrees and acknowledges that, during the Restrictive Period, he/she will
      not, directly or indirectly, in one or a series of transactions, as an
      individual or as a partner, joint venturer, employee, agent, salesperson,
      contractor, officer, director or otherwise, for the benefit of himself or
      herself or any other person, partnership, firm, corporation, association
      or other legal entity:
 
 (i)
              induce
      any customer, or any pending customer, of the Company or of any Affiliated
      Entity to patronize or do business with any business directly or
      indirectly in competition with the businesses conducted by the Company or
      any Affiliated Entity in any market in which the Company or any Affiliated
      Entity does business; or
 
 (ii)
              canvass,
      solicit or accept from any customer, or any pending customer, of the
      Company or of any Affiliated Entity, any such business relationship that
      is in competition with the Company or any Affiliated Entity;
      or
 
 (iii)
              request
      or advise any customer or vendor, or any pending customer or vendor, of
      the Company or of any Affiliated Entity to withdraw, curtail or cancel any
      such customer's or vendor's business with the Company or any Affiliated
      Entity; or
  
 
 Grant
Carlson
 Page
12 of 18
 
 (iv)
              recruit,
      solicit or otherwise induce or influence any proprietor, partner,
      stockholder, lender, director, officer, employee, sales agent, joint
      venturer, investor, lessor, supplier, customer, agent, representative or
      any other person which has a business relationship with the Company or any
      Affiliated Entity to discontinue, reduce or modify such employment, agency
      or business relationship with the Company or any Affiliated Entity;
      or
 
 (v)
              employ
      or seek to employ any person or agent who is then (or was at any time
      within twelve (12) months prior to the date Employee or such entity
      employs or seeks to employ such person) employed or retained by the
      Company or any Affiliated Entity.
 
 b.
              Non-Competition.   Employee
      agrees and acknowledges that, during the Restrictive Period, he/she will
      not, directly or indirectly, for himself or herself, or on behalf of
      others, as an individual on Employee's own account, or as a partner, joint
      venturer, employee, agent, salesman, contractor, officer, director or
      otherwise, for himself or herself or any other person, partnership, firm,
      corporation, association or other legal entity enter into, engage in,
      accept employment from, or participate in, any business that is in
      competition with the business of the Company or any Affiliated Entity in
      any location that is within 1,000 miles of the Company’s main headquarters
      location in Ft. Myers, FL or within 1,000 miles of the Employee’s primary
      geographic location during his or her or her last twelve months of
      employment.
 
 Notwithstanding
the foregoing, however, it is understood and agreed by the Company and the
Employee that in the event of a termination of the Employee by the Company
without “Cause” (as defined below), the provisions of the Non-Competition
covenant outlined in the preceding paragraph 8(b) shall not be deemed valid or
enforceable hereunder.  The Employee specifically acknowledges that
any termination by the Company for “Cause” or any termination by resignation of
the Employee shall result in the Non-competition covenant described in paragraph
8(b) remaining valid and enforceable hereunder.
 
 Notwithstanding
the preceding paragraphs, the spirit and intent of this non-competition clause
is not to deny the Employee the ability to support his or her family, but rather
to prevent the Employee from using the knowledge and experiences obtained from
the Company in a similar competitive environment.  Along those lines,
should the Employee leave the employment of the Employer for any reason, he or
she would be prohibited from joining a for-profit cancer testing genetics
laboratory and/or competing against the Company in the same market
place.  The Parties agree that the phrase “in any business that is in
competition with the business of the Company” in the preceding paragraph 8(b)
specifically excludes all non-profit medical testing laboratories, hospitals and
academic institutions as well as for-profit prenatal and
pediatric/constitutional genetic testing laboratories.  In other
words, the Employee would be allowed under this non-compete clause to work in a
private, for-profit prenatal laboratory or pediatric/constitutional genetics
testing laboratory as well as any non-profit cancer genetics testing
laboratory.  Thus, the spirit and intent of this non-competition
clause is intended to prevent the Employee from acting in any of the capacities
outlined in this paragraph for any “for-profit” cancer genetics testing
laboratory only.  For purposes of this agreement, cancer genetic
testing laboratories shall be defined as laboratories that perform the following
types of cancer genetics testing: cytogenetics testing, Flourescence In-Situ
Hybridization (FISH) testing, flow cytometry testing and molecular genetics
testing.
  
 
 Grant
Carlson
 Page
13 of 18
 
 For the
purposes of this Agreement, the Company shall have “Cause” to terminate the
Employee’s employment hereunder upon:
 
 (i)   
the willful and continued failure by the Employee to substantially perform his
or her duties (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 the Employee has not
substantially performed his duties; or
 
 (ii)   the
active participation by the Employee 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 the Employee’s conviction of or
pleading guilty to any misdemeanor or regulatory sanction placed upon you or
moral turpitude) which a reasonable person would expect to have a potentially
damaging or detrimental effect on the Company; or
 
 (iii) the Employee’s being convicted
of, or pleading guilty to, a felony.
 
 In the
event that the Employee’s Employment Agreement shall contain a different
definition of “Cause”, then the definition of “Cause” contained in the
Employment Agreement shall be operable in interpreting the provisions of the
above paragraph.
 
 c.
              Acknowledgements of
      Employee.
 
 (i)
              The
      Employee understands and acknowledges that any violation of the
      Restrictive Covenants shall constitute a material breach of this Agreement
      and will cause irreparable harm and loss to the Company or any Affiliated
      Entity for which monetary damages will be an insufficient
      remedy.  Therefore, the Parties agree that in addition to any
      other remedy available, the Company and its Affiliated Entities will be
      entitled to the relief identified in Paragraph No. 9
  below.
 
 (ii)
              The
      Restrictive Covenants shall be construed as agreements independent of any
      other provision in this Agreement and the existence of any claim or cause
      of action of Employee against the Company or any Affiliated Entity shall
      not constitute a defense to the enforcement of these Restrictive
      Covenants.
 
 (iii)
              Employee
      agrees that the Restrictive Covenants are reasonably necessary to protect
      the legitimate business interests of the Company or any Affiliated
      Entity.
 
 (iv)
              Employee
      agrees that the Restrictive Covenants may be enforced by the Company’s
      assignee or successor or any of the Affiliated Entities and Employee
      acknowledges and agrees that assignees, successors and Affiliated Entities
      are intended beneficiaries of this
Agreement.
 
 (v)
              Employee
      agrees that if any portion of the Restrictive Covenants are held by an
      arbitration panel or court of competent jurisdiction to be unreasonable,
      arbitrary or against public policy for any reason, they shall be divisible
      as to time, geographic area and line of business and shall be enforceable
      as to a reasonable time, area and line of
  business.
  
 
 Grant
Carlson
 Page
14 of 18
 
 (vi)
              Employee
      agrees that any violation of the Restrictive Covenants, in any capacity
      identified herein, are a material breach of this Agreement and that any
      and all sales by Employee for himself or herself, other individual(s),
      partnership, corporation, joint venture, or any other entity with which he
      or she is associated, shall be conclusively presumed to have been made by
      the Company or any Affiliated Entity, but for the
    violation.
 
 (vii)
              Employee
      agrees that any failure of the Company or any Affiliated Entity to enforce
      the Restrictive Covenants against any other employee, for any reason,
      shall not constitute a defense to enforcement of the Restrictive Covenants
      against the Employee.
 
 9.           Specific
Performance; Injunction.The Parties
agree and acknowledge that the restrictions contained in Paragraphs 1-8 are
reasonable in scope and duration and are necessary to protect the Company or any
of its Affiliated Entities.  If any provision of Paragraphs 1-8 as
applied to any party or to any circumstance is adjudged by a court to be invalid
or unenforceable, the same shall in no way affect any other circumstance or the
validity or enforceability of any other provision of this
Agreement.  If any such provision, or any part thereof, is held to be
unenforceable because of the duration of such provision or the area covered
thereby, the Parties agree that the court making such determination shall have
the power to reduce the duration and/or area of such provision, and/or to delete
specific words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced.
 
 Any
unauthorized use or disclosure of information in violation of Paragraphs 2-7
above or violation of the Restrictive Covenant in Paragraph 8 shall constitute a
material breach of this Agreement, shall constitute misappropriation under
Florida Statutes, and shall cause irreparable harm and loss to the Company or
any of its Affiliated Entities for which monetary damages will be an
insufficient remedy.  Therefore, the Parties agree that in addition to
any other remedy available, the Company or any of its Affiliated Entities will
be entitled to all of the civil remedies provided by Florida Statutes,
including:
 
 a.
              Temporary
      and permanent injunctive relief, without being required to post a
      bond,  restraining Employee or Representatives and any other
      person, partnership, firm, corporation, association or other legal entity
      acting in concert with Employee from any actual or threatened unauthorized
      disclosure or use of Confidential Information, in whole or in part, or
      from rendering any service to any other person, partnership, firm,
      corporation, association or other legal entity to whom such Confidential
      Information in whole or in part, has been disclosed or used or is
      threatened to be disclosed or used;
and
 
 b.
              Temporary
      and permanent injunctive relief, without being required to post a bond,
      restraining the Employee from violating, directly or indirectly, the
      restrictions of the Restrictive Covenant in any capacity identified in
      Paragraph 8, supra, and restricting third parties from aiding and abetting
      any violations of the Restrictive Covenant;
and
 
 c.
              Compensatory
      damages, including actual loss from misappropriation and unjust
      enrichment; and
 
 Notwithstanding
the foregoing, the Company acknowledges and agrees that the Employee will not be
liable for the payment of any damages or fees owed to the Company through the
operation of Paragraphs 9c above, unless and until a court of competent
jurisdiction or arbitration panel has determined conclusively that the Company
or any of its assignees, successors or Affiliated Entities is entitled to such
recovery.
  
 
 Grant
Carlson
 Page
15 of 18
 
 Nothing
in this Agreement shall be construed as prohibiting the Company or any
Affiliated Entities from pursuing any other legal or equitable remedies
available to it for actual or threatened breach of the provisions of Paragraphs
2 – 8 of this Agreement, and the existence of any claim or cause of action by
Employee against the Company or any of its Affiliated Entities shall not
constitute a defense to the enforcement by the Company or any of its Affiliated
Entities of any of the provisions of this Agreement.  The Company and
its Affiliated Entities have fully performed all obligations entitling it to the
covenants of Paragraphs 2 – 8 of this Agreement and therefore such prohibitions
are not executory or otherwise subject to rejection under the bankruptcy
code.
 
 10.         Governing
Law.This
Agreement shall be governed by, construed and enforced in accordance with the
laws of state of Florida without regard to any statutory or common-law provision
pertaining to conflicts of laws.  The parties agree that courts of
competent jurisdiction in Lee County, Florida and the United States District
Court for the Southern District of Florida shall have concurrent jurisdiction
with the arbitration tribunals of the American Arbitration Association for
purposes of entering temporary, preliminary and permanent injunctive relief and
with regard to any action arising out of any breach or alleged breach of this
Agreement.  Employee waives personal service of any and all process
upon Employee and consents that all such service of process may be made by
certified or registered mail directed to Employee at the address stated in the
signature section of this Agreement, with service so made deemed to be completed
upon actual receipt thereof.  Employee waives any objection to
jurisdiction and venue of any action instituted against Employee as provided
herein and agrees not to assert any defense based on lack of jurisdiction or
venue.
 
 11.         Arbitration
Agreement.Employee agrees that all
controversies, claims, disputes and matters in question arising out of, or
related to this Agreement, the breach of this Agreement, the business
relationship between signatories to this Agreement or any other matter or claim
whatsoever shall be decided by binding arbitration before the American
Arbitration Association, utilizing its Commercial Rules by a panel of one
arbitrator.  Venue for any arbitration between the Parties shall be
held in Fort Myers, Lee County, Florida.
 
 12.         Successors
and Assigns.This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and may not be assigned by Employee at any time. This Agreement may be assigned
only by the Company to an Affiliated Entity and shall inure to the benefit of
its successors and/or assigns.
 
 13.         Entire
Agreement.This
Agreement is the entire agreement of the Parties with regard to the matters
addressed herein, and supersedes all negotiations, preliminary agreements, and
all prior and contemporaneous discussions and understandings of the signatories
in connection with the subject matter of this Agreement, except however, that
this Agreement shall be read in pari materia with the
Employment Agreement executed by Employee.  This Agreement may be
modified only by written instrument signed by the Company and
Employee.
 
 14.         Construction.The Parties agree that,
notwithstanding the authorship of this Agreement by the Company, such Agreement
shall not be construed more favorably to one Party than the other.
 
 15.         Severability.In case any
one or more provisions contained in this Agreement shall, for any reason, be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and
this Agreement shall be construed as if such invalid, illegal were unenforceable
provision had not been contained herein.
 
 16.         Waiver.The waiver by the
Company of a breach or threatened breach of this Agreement by Employee cannot be
construed as a waiver of any subsequent breach by Employee.  The
refusal or failure of the Company or any Affiliated Entity to enforce any
specific restrictive covenant in this Agreement against Employee, or any other
person for any reason, shall not constitute a defense to the enforcement by the
Company or any Affiliated Entity of any other restrictive covenant provision set
forth in this Agreement.
  
 
 Grant
Carlson
 Page
16 of 18
 
 17. Consideration.Employee
expressly acknowledges and agrees that the execution by the Company of the
Employment Agreement with the Employee constitutes full, adequate and sufficient
consideration to Employee for the covenants of Employee under this
Agreement.
 
 18. Notices .   All
notices required by this Agreement shall be in writing, shall be personally
delivered or sent by U.S. Registered or Certified Mail, return receipt
requested, and shall be addressed to the signatories at the addresses shown on
the signature page of this Agreement.
 
 19. Acknowledgements.Employee
acknowledge(s) that he or she has reviewed this Agreement prior to signing it,
that he or she knows and understands the contents, purposes and effect of this
Agreement, and that he or she has been given a signed copy of this Agreement for
his or her records. Employee further acknowledges and agrees that he or she has
entered into this Agreement freely, without any duress or
coercion.
 
 20.         Counterparts.This
Agreement may be executed in counterparts, each of which shall be deemed an
original for all intents and purposes.
 
 IN
WITNESS WHEREOF, THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY READ THIS
AGREEMENT AND KNOW AND UNDERSTAND THE CONTENTS THEREOF AND THAT THEY AGREE TO BE
BOUND AND ABIDE BY THE REPRESENTATIONS, COVENANTS, PROMISES AND WARRANTIES
CONTAINED HEREIN.
 
 By:
              /s/ Grant Carlson
              7/9/2010Employee
      Signature
              Date
 
 Employee
      Name:
                  Grant CarlsonEmployee Address:
                  c/o NeoGenomics Laboratories,
      Inc.12701 Commonwealth Drive
 
 NeoGenomics,
Inc.
 12701
Commonwealth Drive, # 5
 Fort
Myers, FL 33913
 
 By:
                      /s/
      Douglas VanOort
                      7/22/09DateName:
                      Douglas
      VanOortTitle:
                      CEO
  
 
 Grant
Carlson
 Page
17 of 18
  Exhibit
2
 
 RELOCATION
AGREEMENT
 
 Grant
Carlson
 Vice
President of Sales & Marketing
 
 NeoGenomics
Laboratories (the “Company”) acknowledges that you will incur certain relocation
expenses as a result of accepting employment with us.  We consider the
reimbursement of these expenses to be related to the employer-employee
relationship that we are attempting to establish and that these are items that
we shareas the
relationship is established.
  NeoGenomics
agrees to reimburse you for up to $20,000 in the aggregate (the “Relocation Cap”) for
commuting, temporary housing and permanent relocation expenses.  This
assistance will be comprised of two parts: (i) reimbursement for commuting,
temporary housing and other related transition expenses (the “Temporary Commuting
Allowance”), and (ii) reimbursement for permanent relocation expenses
that are identified by the Internal Revenue Service (“IRS”) as “deductible
moving expenses” (the “Permanent Relocation
Assistance”).
 
 You may
use up to $15,000 of the Relocation Cap for the Temporary Commuting
Allowance.  Expenses reimbursable under the Temporary Commuting
Allowance include pre-move travel (between Lakeland, FL to Fort Myers, FL,
related lodging and meal expenses, and other related transition expenses,
incurred in accordance with the Company’s applicable policies in effect from
time to time.
 
 All such
payments made by the Company as part of your Temporary Commuting Allowance shall
be subject to withholding for federal, state or local taxes as the Company
reasonably may determine.  However, you should consult with your own
tax advisor to determine what payments (or reimbursements), if any, may be tax
deductible to you.
 
 The
dollar amount of Permanent Relocation Assistance available to you is the
difference between the Relocation Cap and any payments made to you (or on your
behalf) under the Temporary Commuting Allowance.  The Permanent
Relocation Assistance is available to you for your permanent move to Fort Myers,
Florida, which will need to occur on or prior to September 1,
2010.   Any relocation expenses incurred by you (or on your
behalf) occurring after September 1, 2010 will not be reimbursable by the
Company unless otherwise mutually agreed upon in writing by you and the
President of the Company.  The Company will require two (2) quotes
from vendors prior to payment for moving expenses.
 
 The
Permanent Relocation Assistance payments will not be taxable to you to the
extent the expenses are identified by the IRS as “deductible moving expenses,”
and, accordingly, reimbursable expenses shall be limited to: (i) moving your
household goods and personal effects, and (ii) travel (including lodging, but
not meals) to your new home.
 
 All
claims for reimbursable expenses, together with proper receipts and supporting
documentation, must be submitted to the Company within 45 days following the
date(s) the expenses are incurred.  Thereafter, reimbursement by the
Company will be made in accordance with the Company’s normal payroll practices
no later than 45 days following the timely submission of applicable
claims.
 
 I, Grant
Carlson, agree to provide proper receipts and documentation in a form acceptable
to the Company in order to receive reimbursement from the Company, and I
understand that failure to do so in accordance with the requirements set forth
herein (including, but not limited to, timely submission) will jeopardize my
rights to any reimbursements under this Agreement.
  
  Grant
Carlson
 Page
18 of 18
  I further
agree that:
  (a)
              I
      will reimburse NeoGenomics all Permanent Relocation Assistance and
      Temporary Commuting Allowance payments paid on my behalf directly to
      vendors or to me by NeoGenomics should I resign my employment for any
      reason with NeoGenomics Laboratories.  Reimbursement will not be
      required should NeoGenomics initiate the separation of
      employment.
  Reimbursement
will be based on the following scheduled:
  1)
              100
      % reimbursement if resignation occurs within a 14 month time period from
      the start of employment or within six months after my permanent relocation
      to Fort Myers, Fl.
 2)
              50%
      reimbursement if resignation occurs within 6 months to 12 months after my
      permanent relocation to Fort Myers,
FL.
  (b)
              Any
      reimbursements paid to me in error will be returned to the Company within
      60 days of (i) the date the expense was incurred, or (ii) becoming aware
      of the existence of an
  erroneous  reimbursement.
  (c)
              My
      final paycheck for any wages and/or accrued paid time-off will be reduced,
      to the extent allowable by law, in the amount of any monies I owe to the
      Company pursuant to the terms of this Agreement.  If the amount
      of my final paycheck is insufficient to cover all the monies I owe to the
      Company hereunder, the Company may pursue any and all remedies available
      under the law.
  This
agreement will be governed by the laws of the State of Florida.
 
 Agreed
and Accepted:
 
 By:
                  /s/ Grant Carlson
                  Date
      7/22/09Grant
      Carlson
 
 NEOGENOMICS
LABORATORIES
 
 By:
                /s/
      Douglas VanOortName:
                Douglas VanOortTitle:
                CEO