Exhibit
10.35




[Confidential
Treatment Requested.  Confidential portions of this document have
been


redacted
and have been separately filed with the Securities and Exchange
Commission]




SECOND AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT




THIS
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into on
this 14th day of
April 2009 (the “Effective
Date”), by and among NEOGENOMICS LABORATORIES,
INC., a Florida corporation formerly known as NeoGenomics, Inc. (“Borrower”), NEOGENOMICS, INC., a Nevada
corporation (“Guarantor”, together with
Borrower, each individually a “Credit Party” and
collectively, the “Credit
Parties”), and CAPITALSOURCE FINANCE LLC, a
Delaware limited liability company, as agent for the lender under the Credit
Agreement referred to below (“Agent”).




RECITALS




A.       
   Credit Parties and CapitalSource Finance LLC (together with
its successors and assigns, CSF”) have entered into that
certain Revolving Credit and Security Agreement, dated as of February 1, 2008 as
amended by that certain First Amendment to Revolving Credit and Security
Agreement dated November 3, 2008 (as may be amended, restated, supplemented, or
otherwise modified from time to time, the “Credit
Agreement”).




B.        
   Pursuant to Section 15.2 of the
Credit Agreement, CSF assigned the Revolving Facility to CapitalSource Bank
(“Lender”).




C.       
    Pursuant to Section 15.12 of the
Credit Agreement, Lender has designated Agent as its agent for taking certain
actions under the Loan Agreement.




D.       
   Credit Parties have requested that Agent agree to make certain
amendments to the Credit Agreement.  Agent has agreed to this request
on the conditions set forth in this Agreement.




E.       
    Pursuant to the terms and conditions of this Agreement,
Credit Parties and Agent have agreed to amend certain provisions of the Credit
Agreement.




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




AGREEMENT




ARTICLE
I-
DEFINITIONS




1.01       Definitions.  The
following definition is added to Section 1.2 of the Credit Agreement in the
appropriate alphabetical order:





“Second Amendment
Date” shall mean April 14, 2009”.




1.02     
  General
Terms.  Capitalized terms used in this Agreement are defined in
the Credit Agreement, as amended hereby, unless otherwise stated.




ARTICLE
II– WAIVER AND
CONSENT




2.01        Waiver.




(a)          The
following Events of Default have occurred and are continuing under the Credit
Agreement:




(i)           the
failure of Borrower to comply with the Fixed Charge Coverage Ratio covenant set
forth in Section 1 of Annex I to the Loan Agreement for the Test Period ending
December 31, 2008;




(ii)          the
failure of Borrower to notify Lender of Borrower’s name change to Neogenomics
Laboratories, Inc. and to obtain Lender’s prior consent to the related amendment
to Borrower’s Articles of Incorporation;




(iii)         the
failure of the Credit Parties to obtain Lender’s prior written consent to the
amendment of the Guarantor’s By-Laws to allow for a Board of Directors of up to
eight members;




(iv)         the
failure of the Credit Parties to notify Lender the filing by Borrower of a
complaint against Thomas Schofield, a former employee of the Borrower ((i),
(ii), (iii) and (iv) collectively hereinafter referred to as the “Specified Events of
Default”).




(b)         Subject
to the conditions contained herein, Agent hereby waives the Specified Events of
Default.  Except as expressly set forth herein with respect to the
Specified Events of Default, this letter agreement shall not be deemed to be a
waiver of any Default or Events of Default.  The waiver set forth
herein shall not preclude the future exercise of any other right, power, or
privilege available to Agent or Lender whether under the Credit Agreement, the
Loan Documents or otherwise.




2.02        Consent
to Alter By-Laws of the Borrower.Notwithstanding
the terms of Section
9.7 of the Credit Agreement to the contrary, Agent consents to the
amendment and restatement of the Bylaws of Borrower in the form and substance of
the proposed by-laws attached hereto as Exhibit A.




2.03        Consent
to Alter By-Laws of the Guarantor.Notwithstanding
the terms of Section
9.7 of the Credit Agreement to the contrary, Agent consents to the
amendment and restatement of the Bylaws of Guarantor in the form and substance
of the proposed by-laws attached hereto as Exhibit B.


2


ARTICLE
III-
AMENDMENTS




3.01        Amendments
to Annex I of the Credit Agreement.  Effective as of the
Effective Date, Annex
I of the Credit Agreement is hereby amended by:




(a)          Deleting
Section 3 of Annex
I in its entirety and replacing it with the following:




3)
            Minimum
      Liquidity




For the
period from the Second Amendment Date through and including December 31, 2009,
the Minimum Liquidity shall not be less than $500,000.




(b)         deleting
the definition of Fixed Charge Coverage Ratio in Annex I in its
entirety and replacing it with the following:




“Fixed Charge Coverage
Ratio” shall mean for Borrower collectively on a consolidated basis (a)
as of any date of determination occurring during the period from the Closing
Date through and including the Second Amendment Date the ratio of (i) Adjusted
EBITDA for the Test Period ended as of such date to (ii) Fixed charges for the
Test Period ended on such date; provided, that, solely for
purposes of calculating the Fixed Charge Coverage Ratio for the Test Periods
ending January 31, 2009 and February 28, 2009, the amount of Adjusted EBITDA for
such Test Periods shall be increased by an amount equal to the sum of (A)
$90,000 with respect to recruiting expenses, plus (B) $309,400
with respect to write-offs of bad debt, plus (C) $56,000 with
respect to bonus accrual, (b) as of any date of determination occurring during
the period after the Second Amendment Date to and including December 31, 2009
the ratio of (i) the sum of Adjusted EBITDA for the Test Period ended as of
such date plus
an amount equal to the sum of unrestricted cash on hand, unrestricted Cash
Equivalents and unused Availability as of the last day of the Test Period ended
as of such date, to (ii) Fixed Charges for the Test Period ended as of such
date; and (c) as of any date of determination occurring after December 31, 2009,
the ratio of (i) Adjusted EBITDA for the Test Period ended as of such date
to (ii) Fixed Charges for the Test Period ended as of such date.




(c)          deleting
the definition of Fixed Charges in Annex I in its
entirety and replacing it with the following:


3


“Fixed
Charges” shall mean, for any period, the sum of the following for Borrower
collectively on a consolidated basis for such period:  (a) Total Debt
Service, (b) un-financed Capital Expenditures paid in cash, (c) income taxes
paid in cash or accrued, and (d) dividends and Distributions paid or accrued or
declared (except for Accumulated Distributions from previous Accumulated
Distribution Fiscal Quarters); reduced by the amount of any equity contributions
received by the Borrower in cash during such period; provided that the amount of
such reduction shall not exceed the amount of unfinanced Capital Expenditures
paid for by Borrower in cash during such period.




3.02        Amendment
to Definition of Permitted Indebtedness.Effective as of
the Effective Date, subsection (iii) of the definition of “Permitted
Indebtedness” set forth in Section 1.2 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:




“(iii)
Capitalized Lease Obligations incurred after the Closing Date and Indebtedness
incurred to purchase Goods and secured by purchase money Liens constituting
Permitted Liens: (A) in aggregate amount outstanding at any time not to exceed
$4,000,000,provided, that, (1) the debt service
for such Indebtedness shall not exceed $1,500,000 for any twelve (12) month
period and (2) upon the incurrence of such Indebtedness and after giving effect
thereto no Default or Event of Default shall exist and be continuing and (B) in
an aggregate amount in excess of $4,000,000, provided, that, (1) ten (10)
Business Days prior to the incurrence of such Indebtedness Borrower shall have
provided pro forma financial statements along with any other supporting
documentation required by Lender evidencing that Borrower would have been in
compliance with the financial covenants set forth on Annex 1 hereto for the
immediately preceding Test Period (as defined on Annex 1 hereto), if such
Indebtedness had been incurred on the first day of such Test Period, (2) prior
to the incurrence of such Indebtedness Borrower shall have received Lender’s
written confirmation of its agreement with such pro forma financial statements;
and (3) upon the incurrence of such Indebtedness and after giving effect thereto
no Default or Event of Default shall exist and be continuing,”




3.03        Representation
and Warranties Updates.Effective as of
the Effective Date, Article VII of the Credit Agreement is hereby amended
by:




(a)          Subsection
(iv) of Section 7.5 is hereby deleted and replaced its entirety with the
following:




“(iv) a
party to any contract with any Affiliate other than as set forth on Schedule 7.5, except
for employment agreements, option agreements, confidentiality agreements,
non-solicitation/non-competition agreements and other compensation, severance or
consulting arrangements with directors or officers in the ordinary course of
business that are on terms at least as favorable to such Credit Party as would
be the case in an arm’s length transaction between unrelated parties of equal
bargaining power and under which payments due from Credit Parties are not more
than $500,000 per annum per arrangement.


4


(b)          Subsection
(i) of Section 7.16 is hereby deleted and replaced its entirety with the
following:




“(i)
there are no existing or proposed agreements,  arrangements,
understandings or transactions between any Credit Party and any of such Credit
Party’s officers, members, managers, directors, stockholders, partners, other
interest holders, employees or Affiliates or any members of their respective
immediate families, other than employment agreements, option agreements,
confidentiality agreements, non-solicitation/non-competition agreements and
other compensation, severance or consulting arrangements with directors or
officers in the ordinary course of business that are on terms at least as
favorable to such Credit Party as would be the case in an arm’s length
transaction between unrelated parties of equal bargaining power and under which
payments due from Credit Parties are not more than $500,000 per annum per
arrangement.”




3.04        Schedules.




The
schedules to the Credit Agreement are deleted and replaced in their entirety
with the amended and restated schedules attached to this Agreement as Exhibit
C.




ARTICLE
IV- CONDITIONS
PRECEDENT




4.01        Conditions
to Effectiveness.  The effectiveness
of this Agreement against Lender is subject to the satisfaction of the following
conditions precedent in a manner satisfactory to Agent in its sole discretion,
unless specifically waived in writing by Agent:




(a)      
   Agent shall have received this Agreement duly executed by each
party thereto; and




(b)         Agent
shall have received the Amendment Fee (as hereinafter defined).




ARTICLE
V-
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




5.01        Ratifications.  The terms and
provisions set forth in this Agreement shall modify and supersede all
inconsistent terms and provisions set forth in the Credit Agreement and the Loan
Documents, and, except as expressly modified and superseded by this Agreement,
the terms and provisions of the Credit Agreement and the Loan Documents are
ratified and confirmed and shall continue in full force and
effect.  The Credit Parties hereby ratify and confirm that the Liens
granted under the Credit Agreement secure all obligations and indebtedness now,
hereafter or from time to time made by, owing to or arising in favor of Lender
pursuant to the Loan Documents (as now, hereafter, or from time to time
amended).  Credit Parties and Agent agree that the Credit Agreement
and the Loan Documents, as amended hereby, shall continue to be legal, valid,
binding and enforceable in accordance with their respective
terms.


5


5.02        Representations
and Warranties.  The Credit
Parties hereby represent and warrant to Agent that:




(a)          The
representations and warranties made by Borrower (other than those made as of a
specific date) contained in the Credit Agreement, as amended hereby, and each
Loan Document are true and correct in all material respects (except that, for
those representations and warranties already qualified by concepts of
materiality, those representations and warranties shall be true and correct in
all respects) on and as of the date hereof and as of the date of execution
hereof as though made on and as of each such date;




(b)         No
Default or Event of Default under the Credit Agreement, as amended hereby, has
occurred and is continuing, except for the Specified Events of
Default;




(c)         Other
than as contemplated hereby, Borrower has not amended its certificate of
incorporation or bylaws (or any other equivalent governing agreement or
document), as applicable, since the date of the Credit Agreement.




ARTICLE
VI- AMENDMENT
FEE




6.01        Amendment
Fee.  Borrower agrees to pay to Lender $25,000 as an amendment
fee (the “Amendment
Fee”), which fee shall be due and payable on the date
hereof.  Borrower hereby authorizes Agent to charge such fee as an
Advance on the date hereof and shall be fully earned by Lender when so
charged.




ARTICLE
VII-
MISCELLANEOUS PROVISIONS




7.01        Survival
of Representations and Warranties.  All
representations and warranties made in the Credit Agreement, or any Loan
Document, including, without limitation, any document furnished in connection
with this Agreement, shall survive the execution and delivery of this Agreement
and the Loan Documents, and no investigation by Agent or Lender or any closing
shall affect the representations and warranties or the right of Agent or Lender
to rely upon them.




7.02        Reference
to Credit Agreement.  Each of the
Credit Agreement and the Loan Documents, and any and all Loan Documents,
documents or instruments now or hereafter executed and delivered pursuant to the
terms hereof or pursuant to the terms of the Credit Agreement, as amended
hereby, are hereby amended so that any reference in the Credit Agreement and
such Loan Documents to the Credit Agreement shall mean a reference to the Credit
Agreement, as amended hereby.




7.03        Expenses
of Agent or Lender.  As provided in
the Credit Agreement, the Credit Parties agree to pay on demand all costs and
expenses incurred by each of Agent and Lender in connection with the
preparation, negotiation, and execution of this Agreement and the Loan Documents
executed pursuant hereto and any and all amendments, modifications, and
supplements thereto, including, without limitation, the reasonable costs and
fees of Agent and Lender’s legal counsel, and all costs and expenses incurred by
Agent and Lender in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby, or any Loan Documents,
including, without, limitation, the reasonable costs and fees of Agent and
Lender’s legal counsel.


6


7.04        Severability.  Any provision of
this Agreement held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Agreement and
the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.




7.05        Successors
and Assigns.  This Agreement is
binding upon and shall inure to the benefit of Agent, Lender and Credit Parties
and their respective successors and assigns, except that Credit Parties may not
assign or transfer any of their rights or obligations hereunder without the
prior written consent of Agent.




7.06        Counterparts.  This Agreement
may be executed in one or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same instrument.  Any signature delivered by a
party by facsimile or other electronic transmission shall be deemed to be an
original signature hereto.




7.07        Effect of
Waiver.  No consent or
waiver, express or implied, by Agent or Lender to or for any breach of or
deviation from any covenant or condition by Borrower shall be deemed a consent
to or waiver of any other breach of the same or any other covenant, condition or
duty.




7.08        Headings.  The headings,
captions, and arrangements used in this Agreement are for convenience only and
shall not affect the interpretation of this Agreement.




7.09    
   Applicable
Law.  THIS AGREEMENT
AND ALL LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN
MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE CHOICE OR LAW SET FORTH IN THE CREDIT
AGREEMENT.




7.10        Final
Agreement.  THE CREDIT
AGREEMENT AND THE LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE
EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE
THIS AGREEMENT IS EXECUTED.  THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AGREEMENT OF ANY PROVISION OF THIS
AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE CREDIT
PARTIES AND AGENT.


7


7.11        Release.  EACH CREDIT PARTY
HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
“OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM AGENT OR LENDER.  EACH CREDIT PARTY HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT, LENDER, AND ANY OF ITS OR THEIR
RESPECTIVE PREDECESSORS, AGENTS, ATTORNEYS, EMPLOYEES, AFFILIATES, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AGREEMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST AGENT, LENDER, OR ANY OF ITS RESPECTIVE PREDECESSORS, ATTORNEYS, AGENTS,
EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT
LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR
RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE
OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR LOAN DOCUMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS AGREEMENT.





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


8


IN
WITNESS WHEREOF, this Agreement has been executed and is effective as of the
date first written above.





BORROWER:NEOGENOMICS
      LABORATORIES, INC.,
              a
      Florida corporationBy:
            /s/Steven C. JonesName:
            Steven C. JonesTitle:
            Chief Financial OfficerGUARANTOR:NEOGENOMICS,
      INC., a Nevada corporationBy:
            /s/Steven C. JonesName:
            Steven C. JonesTitle:
            Chief Financial OfficerCAPITALSOURCE
      FINANCE LLC, as AgentBy:
            /s/Arturo J. VelezName:
            Arturo J. VelezTitle:
            Authorized
  Signatory




9


EXHIBIT
A


Bylaws
of Borrower


[see
attached]





AMENDED
AND RESTATED





BYLAWS





OF





NEOGENOMICS
LABORATORIES, INC.


(a
Florida Corporation)





ARTICLE
I.  MEETINGS OF SHAREHOLDERS





Section
1.  Annual
Meeting.  The annual meeting of the Shareholders of NeoGenomics
Laboratories, Inc. (the “Corporation”) shall
be held at the time and place designated by the Board of Directors of the
Corporation.  The annual meeting shall be held within four months
after the close of the Corporation's fiscal year.  The annual meeting
of Shareholders for any year shall be held no later than thirteen months after
the last preceding annual meeting of Shareholders.  Business
transacted at the annual meeting shall include the election of Directors of the
Corporation.




Section2.  Special
Meetings.  Special meetings of the Shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten percent of all the shares entitled
to vote at the meeting.  A meeting requested by Shareholders shall be
called for a date not less than ten nor more than sixty days after the request
is made, unless the Shareholders requesting the meeting designate a later
date.  The call for the meeting shall be issued by the Secretary,
unless the President, the Board of Directors, or the Shareholders requesting the
meeting shall designate another person to do so.




Section3.Place.  Meetings
of Shareholders may be held within or without the State of Florida.




Section4.  Notice.  Written
notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called shall
be delivered not less than ten nor more than sixty days before the meeting,
either personally or by first class mail, by or at the direction of the
President, the Secretary, or the Officer or persons calling the meeting to each
Shareholder of record entitled to vote at such meeting.  If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the Shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.




Section5. Notice of Adjourned
Meetings.  When a meeting is adjourned to another time or
place, it shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting.  if, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each Shareholder
of record on the new record date entitled to vote at such
meeting.





Section6.Fixing Record
Date.  For the purpose of determining Shareholders entitled to
notice of or to vote at any meeting of Shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of Shareholders for any other purpose, the Board of Directors
shall fix in advance a date as the record date for any determination of
Shareholders, such date in any case to be not more than sixty days and, in case
of a meeting of Shareholders, not less than ten days, prior to the date on which
the particular action requiring such determination of Shareholders is to be
taken.  When a determination of Shareholders entitled to vote at any
meeting of Shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.




Section7.Voting
Record.  The Officers or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of Shareholders, a complete list of the Shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by
each.  The list, for a period of ten days prior to such meeting, shall
be kept on file at the registered office of the Corporation, at the principal
place of business of the Corporation or at the office of the transfer agent or
registrar of the Corporation and any Shareholder shall be entitled to inspect
the list at any time during the usual business hours.  The list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any Shareholder at any time during the
meeting.




If the requirements of this section
have not been substantially complied with, the meeting on demand of any
Shareholder in person or by proxy, shall be adjourned until the requirements are
complied with.  If no such demand is made, failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting.





Section8.Shareholder Quorum and
Voting.  A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of
Shareholders.  When a specified item of business is required to be
voted on by a class or series of stock, a majority of the shares of such class
or series shall constitute a quorum for the transaction of such item of business
by that class or series.




If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the Shareholders unless otherwise
provided by law.




After a quorum has been established at
a Shareholders' meeting, the subsequent withdrawal of Shareholders, so as to
reduce the number of Shareholders entitled to vote at the meeting below the
number required for a quorum, shall not affect the validity of any action taken
at the meeting or any adjournment thereof.





Section9.Voting of
Shares.  Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders.





Treasury shares, shares of stock of the
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by the Corporation, and shares of stock of the
Corporation held by it in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.




A Shareholder may vote either in person
or by proxy executed in writing by the Shareholder or his duly authorized
attorney-in-fact.




At each election for Directors every
Shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected at that time and for whose election he has a
right to vote.




Shares standing in the name of another
corporation, domestic or foreign, may be voted by the Officer, agent, or proxy
designated by the Bylaws of the corporate Shareholder; or, in the absence of any
applicable Bylaw, by such person as the Board of Directors of the corporate
Shareholder may designate.  Proof of such designation may be made by
presentation of a certified copy of the Bylaws or other instrument of the
corporate Shareholder.  In the absence of any such designation, or in
case of conflicting designation by the corporate Shareholder, the Chairman of
the Board, Executive Chairman, the President, any Vice President, the Secretary
and the Treasurer of the corporate Shareholder shall be presumed to possess, in
that order, authority to vote such shares.




Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name.  Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.




Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority so to do be contained in an appropriate order of the court
by which such receiver was appointed.




A Shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares so transferred.




On and after the date on which a
written notice of redemption of redeemable shares has been mailed to the holders
thereof and a sum sufficient to redeem such shares has been deposited with a
bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders thereof upon surrender of certificates therefor,
such shares shall not be entitled to vote on any matter and shall not be deemed
to be outstanding shares.




Section10.Proxies.  Every
Shareholder entitled to vote at a meeting of Shareholders or to express consent
or dissent without a meeting or any Shareholder's duly authorized
attorney-in-fact may authorize another person or persons to act for him by
proxy.





Every proxy must be signed by the
Shareholder or his attorney-in-fact.  No proxy shall be valid after
the expiration of eleven months from the date thereof unless otherwise provided
in the proxy.  Every proxy shall be revocable at the pleasure of the
Shareholder executing it, except as otherwise provided by law.




The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the Shareholder who
executed the proxy unless, before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the
corporate officer responsible for maintaining the list of
Shareholders.




If a proxy for the same shares confers
authority upon two or more persons and does pot otherwise provide, a majority of
them present at the meeting, or if only one is present then that one, may
exercise all the powers conferred by the proxy; but if the proxy holders present
at the meeting are equally divided as to the right and manner of voting in any
particular case, the voting of such shares shall be prorated.




If a proxy expressly provides, any
proxy holder may appoint in writing a substitute to act in his
place.




Section11.Voting
Trusts.  Any number of Shareholders of the Corporation may
create a voting trust for the purpose of conferring upon a trustee or trustees
the right to vote or otherwise represent their shares, as provided by
law.  Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the Corporation as provided by law, such documents shall be subject to the
same right of examination by a Shareholder of the Corporation, in person or by
agent or attorney, as are the books and records of the Corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.




Section12.Shareholders'
Agreements.  Two or more Shareholders of the Corporation may
enter into an agreement or agreements providing for the exercise of voting
rights in the manner provided in the agreement(s) or relating to any phase of
the affairs of the Corporation as provided by law.  Nothing therein
shall impair the right of the Corporation to treat the Shareholders of record as
entitled to vote the shares standing in their names.




Section13.Action Without a
Meeting.  Any action required to be taken at any annual or
special meeting of Shareholders of the Corporation or any action which may be
taken at any annual or special meeting of Shareholders, may be taken without a
meeting, without prior notice, and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.  If any class of shares is
entitled to vote thereon as a class, such written consent shall be required of
the holders of a majority of the shares of each class entitled to vote as a
class thereon and of the total shares entitled to vote thereon.





Within ten (10) days after first
obtaining such authorization by written consent, notice must be given to those
Shareholders who have not consented in writing.  The notice shall
fairly summarize the material features of the authorized action and, if the
action be a merger, consolidation, or sale or exchange of assets for which
dissenters rights are provided, the notice shall contain a clear statement of
the right of Shareholders dissenting therefrom to be paid the fair value of
their shares upon compliance with the Florida Statutes provision concerning
dissenters rights of Shareholders.




ARTICLE
II.  DIRECTORS




Section1.Function.  All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of,
the Board of Directors.




Section2.Qualification.  Directors
need not be residents of this state or Shareholders of the
Corporation.




Section3.Compensation.  The
Board of Directors shall have authority to fix the compensation of
Directors.




Section4.Duties of
Directors.  A Director shall perform his duties as a Director,
including his duties as a member of any committee of the Board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances.




In performing his duties, a Director
shall be entitled to rely on information, opinions, reports or statements,
including financial.  statements and other financial data, in each
case prepared or presented by:




(a)  one
or more Officers or employees of the Corporation whom the Director reasonably
believes to be reliable and competent in the matters presented,




(b)  counsel,
public accountants or other persons as to matters which the Director reasonably
believes to be within such person's professional or expert competence,
or




(c)  a
committee of the Board upon which he does not serve, duly designated in
accordance with a provision of the Articles of Incorporation or the Bylaws, as
to matters within its designated authority, which committee the Director
reasonably believes to merit confidence.




A Director shall not be considered to
be acting in good faith if he has actual knowledge concerning the matter in
question that would cause such reliance described above to be
unwarranted.




A person who performs his duties in
compliance with this section shall have no liability by reason of being or
having been a Director of the Corporation.




Section5.Presumption of
Assent.  A Director of the Corporation who is present at a
meeting of its Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.





Section6.Director Conflicts of
Interest.  No contract or other transaction between the
Corporation and one or more of its Directors or any other corporation, firm,
association or entity in which one or more of the Directors are Directors or
Officers or are financially interested, shall be either void or voidable because
of such relationship or interest or because such Director or Directors are
present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose, if:




(a)  the
fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested Directors; or




(b)  the
fact of such relationship or interest is disclosed or known to the Shareholders
entitled to vote and they authorize, approve or ratify such contract or
transaction by vote or written consent; or




(c)  the
contract or transaction is fair and reasonable as to the Corporation at the time
it is authorized by the Board, a committee or the Shareholders.




Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction.





Section7.Executive and Other
Committees.  The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution shall have and may exercise all the authority
of the Board of Directors, except that no committee shall have the authority
to:




(a)  approve
or recommend to Shareholders actions or proposals required by law to be approved
by Shareholders;




(b)  designate
candidates for the office of Director, for purposes of proxy solicitation or
otherwise;




(c)  fill
vacancies on the Board of Directors or any committee thereof;




(d)  amend
the Bylaws;




(e)  authorize
or approve the reacquisition of shares unless pursuant to a general formula or
method specified by the Board of Directors; or







(f)  authorize
or approve the issuance or sale of, or any contract to issue or sell, shares or
designate the terms of a series of a class of shares, except that the Board of
Directors" having acted regarding general authorization for the issuance or sale
of shares, or any contract therefor, and, in the case of a series, the
designation thereof, may, pursuant to a general formula or method specified by
the Board of Directors, by resolution or by adoption of a stock option or other
plan, authorize a committee to fix the terms of any contract for the sale of the
shares and to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of
State.




The Board of Directors, by resolution
adopted in accordance with this section, may designate one or more Directors as
alternate members of any such committee, who may act in the place and stead of
any absent member or members at any meeting of such committee.




Section8.Place of
Meetings.  Regular and special meetings by the Board of
Directors may be held within or without the State of Florida.




Section9.Time, Notice and Call of
Meetings.  Regular meetings of the Board of Directors shall be
held without notice immediately following the annual meeting of
Shareholders.  Written notice of the time and place of special
meetings of the Board of Directors shall be given to each Director by either
personal delivery, telegram, facsimile or email at least two (2) days before the
meeting or by notice mailed to the Director at least five days before the
meeting.




Notice of a meeting of the Board of
Directors need not be given to any Director who signs a waiver of notice either
before or after the meeting.  Attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a Director states, at the
beginning of the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened.




Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such
meeting.




A majority of the Directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place.  Notice of any such adjourned
meeting shall be given to the Directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other Directors.




Meetings of the Board of Directors may
be called by the Chairman of the Board, by the Executive Chairman, the President
of the Corporation, or by any two Directors.




Members of the Board of Directors may
participate in a meeting of such Board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time.  Participation by
such means shall constitute presence in person at a meeting.







Section10.Action Without a
Meeting.  Any action required to be taken at a meeting of the
Directors of the Corporation, or any action which may be taken at a meeting of
the Directors or a committee thereof, may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, signed by all of
the Directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the Board or of the
committee.  Such consent shall have the same effect as a unanimous
vote.




Section11.Directors
Emeritus.  The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may, from time to time, designate and
appoint one or more persons who have contributed in a significant way to the
success of the Corporation and who have previously served as directors of the
Corporation or whose terms are expiring and who have not been nominated for
reelection to the Board of Directors as “Directors
Emeritus”.  Directors Emeritus may be recognized as such in any public
announcements, advertisements, brochures and other descriptive material
concerning the Corporation and shall be privileged to attend meetings of the
Board of Directors and to participate in the consideration and discussion of
matters coming before the Board of Directors, but they shall have no official
status as directors, their presence at any meeting shall be disregarded for the
purpose of determining the presence of a quorum, and they shall have no vote on
matters determined by the Board of Directors.  The Board of Directors
shall have authority to fix the compensation of Directors Emeritus, including
reimbursement for expenses incurred in attending meetings of the Board of
Directors.




Section12.Size of Board of
Directors.  The number of directors shall be determined from
time to time by resolution of the Board of Directors, provided the Board of
Directors shall consist of at least one member.  No reduction of
the authorized number of directors shall have the effect of removing any
director before that director’s term of office expires.





ARTICLE
III.  OFFICERS




Section1.Officers.  The
Officers of the Corporation shall consist of an Executive Chairman, a President,
a Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors.  Such other Officers and Assistant Officers and agents
as-may be deemed necessary may be elected or appointed by the Board of Directors
from time to time.  Any two or more offices may be held by the same
person.




Section2.Authority and
Duties.  All Officers of the Corporation shall respectively
have such authority and perform such duties in the management of the business of
the Corporation as may be designated from time to time by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors.





Section3.Removal of
Officers.  Any Officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors, with or without
cause, whenever in its judgment the best interests of the Corporation will be
served thereby.





Any Officer or agent elected by the
Shareholders may be removed only by vote of the Shareholders, unless the
Shareholders shall have authorized the Directors to remove such officer or
agent.




Any vacancy, however occurring, in any
office may be filled by the Board of Directors, unless the Bylaws shall have
expressly reserved such power to the Shareholders.




Removal of any Officer shall be without
prejudice to the contract rights, if any, of the person so removed; however,
election or appointment of an Officer or agent shall not of itself create
contract rights.




Section4.Compensation.  The
compensation of the Executive Chairman, the President, the Secretary, the
Treasurer and such other Officers elected or appointed by the Board of Directors
shall be fixed by the Board of Directors and may be changed from time to time by
a majority vote of the Board.  The fact that an Officer is also a
Director shall not preclude such person from receiving compensation as either a
Director or Officer, nor shall it affect the validity of any resolution by the
Board of Directors fixing such compensation.  The Executive Chairman
shall have authority to fix the salaries of all employees of the Corporation
other than Officers elected or appointed by the Board of Directors.




ARTICLE IV.  STOCK
CERTIFICATES




Section1.Issuance.  Every
holder of shares in the Corporation shall be entitled to have a certificate,
representing all shares to which he is entitled.  No certificate shall
be issued for any share until such share is fully paid.




Section2.Form.  Certificates
representing shares in the Corporation shall be signed by the President or any
Vice President and the Secretary or any Assistant Secretary and may be sealed
with the seal of the Corporation or a facsimile thereof.  The
signatures of the President or Vice President and the Secretary or Assistant
Secretary may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the Corporation itself or an employee
of the Corporation.  In case any Officer who signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
Officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such Officer at the date of its
issuance.




Every certificate representing shares
which are restricted as to the sale, disposition or other transfer of such
shares shall state that such shares are restricted as to transfer and shall set
forth or fairly summarize upon the certificate, or shall state that the
Corporation will furnish to any Shareholder upon request and without charge a
full statement of, such restrictions.




Each certificate representing shares
shall state upon the face thereof: the name of the Corporation; that the
Corporation is organized under the laws of this state; the name of the person or
persons to whom issued; the number and class of shares, and the designation of
the series, if any, which such certificate represents; and the par value of each
share represented by such certificate, or a statement that the shares are
without par value.





Section3.Transfer of
Stock.  The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.




Section4.Lost, Stolen, or Destroyed
Certificates.  The Corporation shall issue a new stock
certificate in the place of any certificate previously issued if the holder of
record of the certificate (a) makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate
before the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of any adverse claim; and
(c) satisfies any other reasonable requirements imposed by the Corporation,
including bond in such form as the Corporation may direct, to indemnify the
Corporation, the transfer agent, and registrar against any claim that may be
made on account of the alleged loss, destruction or theft of a
certificate.




ARTICLE V.  BOOKS
AND RECORDS




Section1.Books and
Records.  The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
Shareholders, Board of Directors and committees of Directors.




The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its Shareholders, giving the names and
addresses of all Shareholders, and the number, class and series, if any, of the
shares held by each.




Any books, records and minutes may be
in written form or in any other form capable of being converted into written
form within a reasonable time.




Section2.Shareholders' Inspection
Rights.  Any person who shall have been a holder of record of
ten percent (10%) of the outstanding shares or of voting trust certificates of
capital stock therefor at least six months immediately preceding his demand or
shall be the holder of record of, or the holder of record of voting trust
certificates for, at least five percent of the outstanding shares of any class
or series of the Corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person or by agent or attorney, at any
reasonable time or times, for any proper purpose its relevant books and records
of accounts, minutes and records of Shareholders and to make extracts
therefrom.




Section3.Financial
Information.  Not later than four (4) months after the close of
each fiscal year, the Corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the Corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.  This
requirement may be modified by a resolution of the Shareholders not later than
four (4) months after the close of each fiscal year.




Upon written request of any Shareholder
or holder of voting trust certificates for shares of the Corporation, the
Corporation shall mail to such Shareholder or holder of voting trust
certificates a copy of the most recent such balance sheet and profit and loss
statement.




The balance sheets and profit and loss
statements shall be filed in the registered office of the Corporation in this
state, shall be kept for at least five years, and shall be subject to inspection
during business hours by any Shareholder or holder of voting trust certificates,
in person or by agent.







ARTICLE
VI.  DIVIDENDS




The Board of Directors of the
Corporation may, from time to time, declare and the Corporation may pay
dividends on its shares in cash, property or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in the Articles of Incorporation, subject
to the following provisions:




(a)  Dividends
in cash or property may be declared and paid, except as otherwise provided in
this section, only out of the unreserved and unrestricted earned surplus of the
Corporation or out of capital surplus, howsoever arising, but each dividend paid
out of capital surplus shall be identified as a distribution of capital surplus,
and the amount per share paid from such surplus shall be disclosed to the
Shareholders receiving the same concurrently with the distribution.




(b)  Dividends
may be declared and paid in the Corporation's own treasury shares.




(c)  Dividends
may be declared and paid in the Corporation's own authorized but unissued shares
out of any unreserved and unrestricted surplus of the Corporation upon the
following conditions:




(1)  If
a dividend is payable in shares having a par value, such shares shall be issued
at not less than the par value thereof and there shall be transferred to stated
capital at the time such dividend is paid an amount of surplus equal to the
aggregate par value of the shares to be issued as a dividend.




(2)  If
a dividend is payable in shares without par value, such shares shall be issued
at such stated value as shall be fixed by the Board of Directors by resolution
adopted at the time such dividend is declared, and there shall be transferred to
stated capital at the time such dividend is paid an amount of surplus equal to
the aggregate stated value so fixed in respect of such shares; and the amount
per share so transferred to stated capital shall be disclosed to the
Shareholders receiving such dividend concurrently with the payment
thereof.




(3)  No
dividend payable in shares of any class shall be paid to the holders of shares
of any other class unless the Articles of Incorporation so provide or such
payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.




(d)  A
split-up or division of the issued shares of any class into a greater number of
shares of the same class without increasing the stated capital of the
Corporation shall not be construed to be a share dividend within the meaning of
this section.




ARTICLE
VII.  CORPORATE SEAL




The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have inscribed thereon
the following:








NEOGENOMICS
LABORATORIES, INC.





ARTICLE
VIII.  INDEMNIFICATION




Section1.Certain
Definitions.  For the purposes of this Section, certain terms
and phrases used herein shall have the meanings set forth below:




(a)  The
term "enterprise" shall include, but not be limited to, any employee benefit
plan.




(b)  An
"executive" shall mean any person, including a volunteer, who is or was a
director or officer of the Corporation or who is or was serving at the request
of the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise.




(c)  The
term "expenses" shall include, but not be limited to, all costs and expenses
(including attorneys' fees and paralegal expenses) paid or incurred by an
executive, in, for or related to a proceeding or in connection with
investigating, preparing to defend, defending, being a witness in or
participating in a proceeding, including such costs and expenses incurred on
appeal.  Such attorneys' fees shall include, but not be limited to (a)
attorneys' fees incurred by an executive in any and all judicial or
administrative proceedings, including appellate proceedings, arising out of or
related to a proceeding; (b) attorneys' fees incurred in order to interpret,
analyze or evaluate that person's rights and remedies in a proceeding or under
any contracts or obligations which are the subject of such proceeding; and (c)
attorneys' fees to negotiate with counsel with any claimants, regardless of
whether formal legal action is taken against him.




(d)  The
term "liability" shall include, but not be limited to, the obligation to pay a
judgment, settlement, penalty or fine (including an excise tax assessed with
respect to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding.




(e)  The
term "proceeding" shall include, but not be limited to, any threatened, pending
or completed action, suit or other type of proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, including, but
not limited to, an action by or in the right of any corporation of any type or
kind, domestic or foreign, or of any partnership, joint venture, trust, employee
benefit plan or other enterprise, whether predicated on foreign, federal, state
or local law, to which an executive is a party by reason of the fact that he is
or was or has agreed to become a director or officer of the Corporation or is
now or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise.




(f)  The
phrase "serving at the request of the Corporation" shall include, but not be
limited to, any service as a director or officer of the Corporation that imposes
duties on such person, including duties related to an employee benefit plan and
its participants or beneficiaries.







(g)  The
phrase "not opposed to the best interests of the Corporation" describes the
actions of a person who acts in good faith and in a manner which he reasonably
believes to be in the best interests of the Corporation or the participants and
beneficiaries of an employee benefit plan.





Section2.Primary
Indemnification.  The Corporation shall indemnify to the
fullest extent permitted by law, and shall advance expenses therefor, to any
executive who was or is a party to a proceeding against any liability incurred
in such proceeding, including any appeal thereof, unless a court of competent
jurisdiction establishes by judgment or other final adjudication that his
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the
executive had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (b) a transaction from
which the executive derived an improper personal benefit; (c) in a case of
director, a circumstance under which the liability provisions of Section
607.0834; Florida Statutes, or any successor provision, are applicable; or (d)
willful misconduct or conscious disregard for the best interests of the
Corporation in a proceeding by or in the right of the Corporation to procure a
judgment in its favor or in a proceeding by or in the right of a
shareholder.  Notwithstanding the failure to satisfy conditions (a)
through (d) of this Section, the Corporation shall nevertheless indemnify an
executive pursuant to Sections 4 or 5 hereof unless a determination is
reasonably and promptly made pursuant to Section 3 hereof that the executive did
not meet the applicable standard of conduct set forth in Sections 4 or 5 of this
Article.




Section3.Determination of Right of
Indemnification in Certain Cases.  Any indemnification under
Sections 4 or 5 of this Article (unless ordered by a court) shall be made by the
Corporation unless a determination is reasonably and promptly made that the
executive did not meet the applicable standard of conduct set forth in Sections
4 or 5 of this Article.  Such determination shall be made by: (a) the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such proceeding; (b) if such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly designated by the Board
of Directors (in which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to the proceeding; (c)
by independent counsel (i) selected by the Board of Directors prescribed in
subparagraph (a) or the committee prescribed in subparagraph (b), or (ii) if a
quorum of the directors cannot be obtained under subparagraph (a), and the
committee cannot be designated under subparagraph (b), selected by majority vote
of the full Board of Directors (in which directors who are parties may
participate); or (d) by the shareholders by a majority vote of a quorum
consisting of shareholders who are not parties to such proceeding, or if no such
quorum is attainable, by a majority vote of the shareholders who were not
parties to such proceeding.  If the determination of the
permissibility of indemnification is made by independent legal counsel as set
forth in subparagraph (c) above, the other persons specified in this Section 3
shall evaluate the reasonableness of expenses.




Section4.Proceeding Other Than By Or
In The Right of The Corporation.  The Corporation shall
indemnify any executive who was or is a party to any proceeding (other than an
action by, or in the right of, the Corporation) against liability in connection
with such proceeding, including any appeal thereof, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful.  The
termination of any proceeding by judgment, order, settlement or conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal proceeding, had reasonable cause to
believe that his conduct was unlawful.





Section5.Proceeding By Or In The
Right Of The Corporation. The Corporation shall indemnify any executive
who was or is' a party to any proceeding by or in the right of the Corporation
to procure a judgment in its favor against expenses and amounts paid in
settlement not exceeding, in the judgment of the Board of Directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, if such person acted in good faith and
in manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made under
this Section 5 in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.




Section6.Indemnification Against
Expenses of Successful Party.  Notwithstanding the other
provisions of this Section, to the extent that an executive is successful on the
merits or otherwise, including the dismissal of an action without prejudice or
the settlement of an action without admission of liability, in defense of any
proceeding or in defense of any claim, issue or matter therein, the Corporation
shall indemnify such executive against all expenses incurred in connection with
such defense.




Section7.Advancement of
Expenses.  Notwithstanding anything in the Corporation's
Articles of Incorporation, these bylaws or any agreement to the contrary, if so
requested by an executive, the Corporation shall advance (within two (2)
business days of such request) any and all expenses relating to a proceeding (an
"expense
advance"), upon the receipt of a written undertaking by or on behalf of
such person to repay such expense advance if a judgment or other final
adjudication adverse to such person (as to which all rights of appeal have been
exhausted or lapsed) establishes that he, with respect to such proceeding, is
not eligible for indemnification under the provisions of this
Section.  Expenses incurred by other employees or agents of the
Corporation may be paid in advance upon such terms and conditions as the Board
of Directors deems appropriate.




Section8.Right of Executive to
Indemnification Upon Application; Procedures Upon
Application.  Any indemnification or advancement of expenses
under this Section shall be made promptly upon the written request of the
executive, unless, with respect to a request under Section 4 or 5, a
determination is reasonably and promptly made under Section 3 of this Article
that such executive did not meet the applicable standard of conduct set forth in
Section 4 or 5 of this Article.  The right to indemnification or
advances as granted by this Section shall be enforceable by the executive in any
court of competent jurisdiction, if the claim is improperly denied, in whole or
in part, or if no disposition of such claim is made promptly.  The
executive's expenses incurred in connection with successfully establishing his
right to indemnification or advancement of expenses, in whole or in part, under
this Section shall also be indemnified by the Corporation.





Section9.Court Ordered
Indemnification.  Notwithstanding the failure of the
Corporation to provide indemnification due to a failure to satisfy the
conditions of Section 2 of this Article, and despite any contrary determination
by the Corporation in the specific case under Sections 4 or 5 of this Article,
an executive of the Corporation who is or was a party to a proceeding may apply
for indemnification or advancement of expenses, or both, to the court conducting
the proceeding, to the circuit court, or to another court of competent
jurisdiction, and such court may order indemnification and advancement of
expenses, including expenses incurred in seeking court ordered indemnification
or advancement of expenses, if the court determines that:




(a)  The
executive is entitled to indemnification or advancement of expenses, or both,
under this Section; or




(b)  The
executive is fairly and reasonably ;entitled to indemnification or advancement
of expenses, or both, in view of all the relevant circumstances, regardless of
whether such person met any applicable standards of conduct set forth in this
Section.




Section10.Partial Indemnity,
etc.  If an executive is entitled under any provisions of these
Bylaws to indemnification by the Corporation for some or a portion of the
expenses, judgments, fines, penalties, excise taxes and amounts paid or to be
paid in settlement of a proceeding, but not, however, for all of the total
amount therefor, the Corporation shall nevertheless indemnify such person for
the portion thereof to which he is entitled.  In connection with any
determination by the Board of Directors or arbitration that an executive is not
entitled to be indemnified hereunder, the burden shall be on the Corporation to
establish that he is not so entitled.




Section11.Other Rights and
Remedies.  Indemnification and advancement of expenses provided
by this Section: (a) shall not be deemed exclusive of any other rights to which
an executive seeking indemnification may be entitled under any statute, Bylaw,
agreement, vote of Shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in any other capacity while
holding such office; (b) shall continue as to a person who has ceased to be an
executive; and (c) shall inure to the benefit of the heirs, executors and
administrators of such a person.  It is the intent of these Bylaws to
provide the maximum indemnification possible under applicable law.  To
the extent applicable law or the Articles of Incorporation of the Corporation,
as in effect on the date hereof or at any time in the future, permit greater
indemnification than is provided for in these Bylaws, the executive shall enjoy
by these Bylaws the greater benefits so afforded by such law or provision of the
Articles of Incorporation, and these Bylaws and the exceptions to
indemnification set forth herein, to the extent applicable, shall be deemed
amended without any further action by the Corporation to grant such greater
benefits.  All rights to indemnification under this Section shall be
deemed to be provided by a contract between the Corporation and the executive
who serves in such capacity at any time while these Bylaws and other relevant
provisions of the Florida Business Corporation Act and other applicable law, if
any, are in effect.  Any repeal or modification thereof shall not
affect any rights or obligations then existing.




Section12.Insurance.  By
resolution passed by the Board of Directors, the Corporation may purchase and
maintain insurance on behalf of any person who is or was an executive against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this
Section.





Section13.Certain Reductions in
Indemnity.  The Corporation's indemnification of any executive
shall be reduced by any amounts which such person may collect as
indemnification: (a) under any policy of insurance purchased and maintained on
his behalf by the Corporation, or (b) from any other corporation, partnership,
joint venture, trust or other enterprise for whom the executive has served at
the request of the Corporation.




Section14.Notification to
Shareholders.  If any expenses or other amounts are paid by way
of indemnification other than by court order or action by the Shareholders or by
an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the time of delivery to the shareholders of
written notice of the next annual meeting of shareholders, unless such meeting
is held within three (3) months from the date of such payment, and, in any
event, within fifteen (15) months from the date of such payment, deliver either
personally or by mail to each shareholder of record at the time entitled to vote
for the election of directors a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.




Section15.Constituent
Corporations.  For the purposes of this Section, references to
the "Corporation" shall include, in addition to any resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any executive of such a constituent
corporation shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would if
its separate existence had contained.




Section16.Savings
Clause.  If this Section or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each executive as to liability with
respect to any proceeding, whether internal or external, including a grand jury
proceeding or an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Section that
shall not have been invalidated, or by any applicable provision of Florida
law.




Section17.Effective
Date.  The provisions of this Section shall be applicable to
all proceedings commenced after the adoption hereof, whether arising from acts
or omissions occurring before or after its adoption.




ARTICLE
IX.  AMENDMENT




These Bylaws may be repealed or
amended, and new Bylaws may be adopted, by either the Board of Directors or the
Shareholders, but the Board of Directors may not amend or repeal any Bylaw
adopted by Shareholders if the Shareholders specifically provide that such Bylaw
is not subject to amendment or repeal by the Directors.





EXHIBIT
B


Bylaws
of Guarantor


[see
attached]





AMENDED
AND RESTATED BYLAWS OF





NEOGENOMICS,
INC.,





a Nevada
Corporation,





As
Amended and Restated March __, 2009





ARTICLE
I





STOCKHOLDERS'
MEETINGS





Section
1.1  Place of Meetings.





All
meetings of the stockholders of NeoGenomics, Inc. (the “Corporation”) shall
be held at the Corporation's corporate headquarters, or at any other place,
within or without the State of Nevada, or by means of any electronic or other
medium of communication, as the Board of Directors of the Corporation (the
“Board”) may
designate for that purpose from time to time.





Section
1.2  Annual Meetings.





An annual
meeting of the stockholders shall be held each year on the date and at the time
set by the Board, at which time the stockholders shall elect, by the greatest
number of affirmative votes cast, the directors to be elected at the meeting and
transact such other business as properly may be brought before the
meeting.





Section
1.3  Special Meetings.





Special
meetings of the stockholders, for any purpose or purposes whatsoever, may be
called at any time by the Chairman of the Board, the Chief Executive Officer or
the Board.





Section
1.4  Notice of Meetings.





(a)  Notice
of each meeting of stockholders, whether annual or special, shall be given at
least ten (10) and not more than sixty (60) days prior to the date thereof by
the Secretary or any Assistant Secretary causing to be delivered to each
stockholder of record entitled to vote at such meeting a written notice stating
the time and place of the meeting and the purpose or purposes for which the
meeting is called. Such notice shall be signed by the Chief Executive Officer,
the Secretary or any Assistant Secretary and shall be (a) mailed postage prepaid
to a stockholder at the stockholder's address as it appears on the stock books
of the Corporation, or (b) delivered to a stockholder by any other method of
delivery permitted at such time by Nevada and federal law and by any exchange on
which the Corporation's shares shall be listed at such time.  If any
stockholder has failed to supply an address or  otherwise specify an
alternative method of delivery that is permitted by (b) above, notice shall be
deemed to have been given if mailed to the address of the Corporation's
corporate headquarters or published at least once in a newspaper having general
circulation in the county in which the Corporation's corporate headquarters is
located.








(b)  It
shall not be necessary to give any notice of the adjournment of any meeting, or
the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken; provided,
however, that when a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of the original
meeting.  The Corporation may transact any business which may have
been transacted at the original meeting.





Section
1.5  Consent by Stockholders.





Any
action, except the removal of directors, that the stockholders could take at a
meeting may be taken without a meeting if one or more written consents, setting
forth the action taken, shall be signed and dated, before or after such action,
by the holders of outstanding stock of each voting group entitled to vote
thereon having not less than the minimum number of votes with respect to each
voting group that would be necessary to authorize or take such action at a
meeting at which all voting groups and shares entitled to vote thereon were
present and voted.  The consent shall be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.





Section
1.6  Quorum.





(a)  The
presence in person or by proxy of the persons entitled to vote a majority of the
Corporation's voting shares at any meeting constitutes a quorum for the
transaction of business. Shares shall not be counted in determining the number
of shares represented or required for a quorum or in any vote at a meeting if
the voting of them at the meeting has been enjoined or for any reason they
cannot be lawfully voted at the meeting.





(b)  The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of stockholders leaving less than a quorum.





(c)  In
the absence of a quorum, a majority of the shares present in person or by proxy
and entitled to vote may adjourn any meeting from time to time until a quorum
shall be present in person or by proxy.


2


Section
1.7  Voting Rights.





(a)  Except
as otherwise provided in the Corporation’s Articles of Incorporation (as the
same has been or may be amended from time to time, the "Articles"), at each
meeting of the stockholders, each stockholder of record of the Corporation shall
be entitled to one vote for each share of stock standing in the stockholder's
name on the books of the Corporation. Except as otherwise provided by law, the
Articles or these Bylaws, if a quorum is present:  (i) directors shall
be elected by a plurality of the votes of the shares of capital stock of the
Corporation present in person or represented by proxy at the meeting and
entitled to vote on the election of directors; and (ii) action on any matter,
other than the election of directors, shall be approved if the majority of votes
cast in person or by proxy are in favor of such action.





(b)  The
Board may fix a date as the record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders.
 Such record date shall not precede the date on which the Board adopted the
resolution fixing the record date and shall not be more than sixty (60) days or
less than ten (10) days prior to the date of such meeting.





Section
1.8  Proxies.





Every
stockholder entitled to vote may do so either in person or by written,
electronic, telephonic or other proxy executed in accordance with the provisions
of Section 78.355 of the Nevada Revised Statutes.





Section
1.9  Manner of Conducting Meetings.





To the
extent not in conflict with Nevada law, the Articles or these Bylaws, meetings
of stockholders shall be conducted pursuant to such rules as may be adopted by
the chairman of such meeting.





Section
1.10.  Nature of Business at Meetings of Stockholders.





(a) No
business may be transacted at any special meeting of stockholders, other than
business that is (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board (or any duly authorized
committee thereof), or the Chief Executive Officer or Chairman of the Board or
(b) otherwise properly brought before the meeting by or at the direction of the
Board (or any duly authorized committee thereof), the Chairman of the Board, or
the Chief Executive Officer.





(b) No
business may be transacted at any annual meeting of stockholders, other than
business that is (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board (or any duly authorized
committee thereof), (b) otherwise properly brought before the meeting by or at
the direction of the Board (or any duly authorized committee thereof), the
Chairman of the Board, or the Chief Executive Officer, or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 1.10 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 1.10.





(c)  In
addition to any other applicable requirements, for business to be properly
brought by a stockholder before an annual meeting, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.


3





(d)  To
be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the Corporation's corporate headquarters not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs.





(e)  To
be in proper written form, a stockholder's notice to the Secretary must set
forth as to each matter such stockholder proposes to bring before the annual
meeting of stockholders (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and record address of such stockholder, (c) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (d) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (e) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before the
meeting.





(f)  No
business shall be conducted at the annual meeting, or at any special meeting, of
stockholders except business brought before the meeting in accordance with the
procedures set forth in this Section 1.10. If the chairman of any meeting
determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.





ARTICLE
II


DIRECTORS—MANAGEMENT





Section
2.1  Powers.





Subject
to the limitations of Nevada law, the Articles and these Bylaws as to action to
be authorized or approved by the stockholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
Corporation shall be controlled by, the Board.





Section
2.2  Number and Qualification; Change in Number





(a)  Subject
to Section 2.2(b), the authorized number of directors of this Corporation shall
be not less than two nor more than eight (8) , with the exact number to be
established from time to time by resolution of the Board. All directors of this
Corporation shall be at least twenty-one (21) years of age.


4





(b)  The
Board or the stockholders may increase the number of directors at any time and
from time to time; provided, however, that neither the Board nor the
stockholders may ever increase the number of directors by more than one during
any twelve (12) month period, except upon the affirmative vote of two-thirds
(2/3) of the directors, or the affirmative vote of the holders of two-thirds
(2/3) of all outstanding shares voting together and not by class. This provision
may not be amended except by a like vote.





Section
2.3  Election.





Each
director's term of office shall begin immediately after election and shall
continue until the next annual stockholders meeting and his successor is duly
elected and qualified.  Directors elected by the Board or stockholders
to fill a vacancy on the Board shall hold office for the balance of the term to
which such director is elected.





Section
2.4.  Vacancies.





(a)  Any
vacancies in the Board may be filled by a majority vote of the remaining
directors, though less than a quorum, or by a sole remaining director. Each
director so elected shall hold office for the balance of the term to which such
director is elected. The power to fill vacancies may not be delegated to any
committee appointed in accordance with these Bylaws.





(b)  The
stockholders may at any time elect a director to fill any vacancy not filled by
the directors and may elect the additional director(s) at the meeting at which
an amendment of the Bylaws is voted authorizing an increase in the number of
directors.





(c)  A
vacancy or vacancies shall be deemed to exist in case of the death, permanent
and total disability, resignation, retirement or removal of any director, if the
directors or stockholders increase the authorized number of directors but fail
to elect the additional director or directors at a meeting at which such
increase is authorized or at an adjournment thereof, or if the stockholders fail
at any time to elect the full number of authorized directors.





(d)  If
the Board accepts the resignation of a director tendered to take effect at a
future time, the Board or the stockholders shall have power to immediately elect
a successor who shall take office when the resignation shall become
effective.





(e)  No
reduction of the number of directors shall have the effect of removing any
director prior to the expiration of such director's term of office.





Section
2.5  Removal of Directors.





Any one
or more director(s) may be removed from office, with or without cause, by the
affirmative vote of two-thirds of all the outstanding shares voting together and
not by class.


5





Section
2.6  Resignations.





Any
director of the Corporation may resign at any time either by oral tender of
resignation at any meeting of the Board or by giving written notice thereof to
the Chairman of the Board, Secretary or the Chief Executive Officer. Such
resignation shall take effect at the time it specifies, and the acceptance of
such resignation shall not be necessary to make it effective.





Section
2.7  Place of Meetings.





(a)  Regular
and special meetings of the Board shall be held at the corporate headquarters of
the Corporation or at such other place within or without the State of Nevada as
may be designated for that purpose by the Board.





(b)  Meetings
of the Board may be held in person or by means of any electronic or other medium
of communication approved by the Board from time to time.





Section
2.8  Chairman of the Board.  Except as otherwise provided in
these bylaws, the Chairman of the Board shall preside at all meetings of the
Board of Directors.  The Chairman of the Board may, but need not be an
employee of the Corporation.





Section
2.9  Regular Meetings.





(a)  Regular
meetings of the Board shall be held at such time and place within or without the
State of Nevada as may be agreed upon from time to time by a majority of the
Board.





(b)  Notwithstanding
the provisions of Section 2.11, no notice need be provided of regular meetings,
except that a written notice shall be given to each director of the resolution
establishing a regular meeting date or dates, which notice shall set forth the
date, time and place of the meeting(s). Except as otherwise provided in these
Bylaws or the notice of the meeting, any and all business may be transacted at
any regular meeting of the Board.





Section
2.10  Special Meetings.





Special
meetings of the Board shall be held whenever called by the Chairman of the
Board, the Chief Executive Officer or two-thirds (2/3) of the directors. Except
as otherwise provided in these Bylaws or the notice of the meeting, any and all
business may be transacted at any special meeting of the
Board.


6


Section
2.11  Notice; Waiver of Notice.





Notice of
each regular Board meeting not previously approved by the Board and each special
Board meeting shall be (a) mailed by U.S. mail to each director not later than
two (2) days before the day on which the meeting is to be held, (b) sent to each
director by overnight delivery service, telex, facsimile transmission, telegram,
cablegram, radiogram, e-mail, any other electronic transmission permitted by
Nevada law or delivered personally not later than 5:00 p.m. (EST time) on the
day before the date of the meeting, or (c) provided to each director by
telephone not later than 5:00 p.m. (EST time) on the day before the date of the
meeting. Any director who attends a regular or special Board meeting and (x)
waives notice by a writing filed with the Secretary, (y) is present thereat and
asks that his/her oral consent to the notice be entered into the minutes or (z)
takes part in the deliberations thereat without expressly objecting to the
notice thereof in writing or by asking that his/her objection be entered into
the minutes shall be deemed to have waived notice of the meeting and neither
that director nor any other person shall be entitled to challenge the validity
of such meeting.





Section
2.12  Notice of Adjournment.





Notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place is fixed at the meeting adjourned.





Section
2.13  Quorum.





A
majority of the number of directors as fixed by the Articles or these Bylaws, or
by the Board pursuant to the Articles or these Bylaws, shall be necessary to
constitute a quorum for the transaction of business, and the action of a
majority of the directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided, however, that a
minority of the directors, in the absence of a quorum, may adjourn from time to
time or fill vacant directorships in accordance with Section 2.4 but may not
transact any other business. The directors present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of directors, leaving less than a
quorum.





Section
2.14  Action by Unanimous Written Consent.





Any
action required or permitted to be taken at any meeting of the Board may be
taken without a meeting if all members of the Board consent in writing thereto.
Such written consent shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of such
directors.





Section
2.15  Compensation.





The Board
may pay to directors a fixed sum for attendance at each meeting of the Board or
of a standing or special committee, a stated retainer for services as a
director, a stated fee for serving as a chair of a standing or special committee
and such other compensation, including benefits, as the Board or any standing
committee thereof shall determine from time to time. Additionally, the directors
may be paid their expenses of attendance at each meeting of the Board or of a
standing or special committee.


7





Section
2.16  Transactions Involving Interests of Directors.





In the
absence of fraud, no contract or other transaction of the Corporation shall be
affected or invalidated by the fact that any of the directors of the Corporation
is interested in any way in, or connected with any other party to, such contract
or transaction or is a party to such contract or transaction; provided, however,
that such contract or transaction satisfies Section 78.140 of the Nevada Revised
Statutes. Each and every person who is or may become a director of the
Corporation hereby is relieved, to the extent permitted by law, from any
liability that might otherwise exist from contracting in good faith with the
Corporation for the benefit of such person or any person in which such person
may be interested in any way or with which such person may be connected in any
way. Any director of the Corporation may vote and act upon any matter, contract
or transaction between the Corporation and any other person without regard to
the fact that such director also is a stockholder, director or officer of, or
has any interest in, such other person; provided, however, that such director
shall disclose any such relationship and/or interest to the Board prior to a
vote and/or action.





ARTICLE
III


OFFICERS





Section
3.1  Executive Officers.





The
Corporation shall have a President, Secretary and a Treasurer.  The
officers of the Corporation may also include, without limitation, one or more of
each of the following: Chief Executive Officer, Chief Financial Officer,
Executive Chairman, Vice Chairman, Chief Corporate Officer, Chief Operating
Officer, Chief Medical Officer, Senior Executive Vice President, Executive Vice
President, Senior Vice President, Vice President, Group and/or Division
President. Any person may hold two or more offices. Each officer of the
Corporation shall be elected by the Board, may be classified by the Board as an
executive officer or a non-executive officer (or as a non-officer) at any time,
and shall serve at the pleasure of the Board.





Section
3.2  Intentionally Omitted





Section
3.3  Removal and Resignation; No Right to Continued
Employment





(a)  Any
executive officer may be removed at any time by the Board, either with or
without cause.





(b)  Any
officer may resign at any time by giving written notice to the Board, the Chief
Executive Officer or the Secretary of the Corporation. Any such resignation
shall take effect as of the date of the receipt of such notice, or at any later
time specified therein; provided, however, that such officer may be removed at
any time notwithstanding such resignation. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.


8





(c)  The
fact that an employee has been elected by the Board to serve as an executive
officer or appointed to serve as an officer shall not entitle such employee to
remain an officer or employee of the Corporation.





Section
3.4  Vacancies.





A vacancy
in any office due to death, permanent and total disability, retirement,
resignation, removal, disqualification or any other cause may be filled in any
manner prescribed in these Bylaws for regular elections or appointments to such
office or may not be filled.





Section
3.5  Executive Chairman and Vice Chairman.





The
Executive Chairman shall preside, in the absence of the Chief Executive Officer,
at all meetings of the stockholders and shall exercise and perform such other
powers and duties as from time to time may be assigned by the Board. In the
absence of the Executive Chairman and the Chief Executive Officer, a Vice
Chairman shall preside at all meetings of the stockholders and exercise and
perform such other powers and duties as from time to time may be assigned by the
Board. A Vice Chairman need not be a member of the Board.





Section
3.6  Chief Executive Officer.





Subject
to the oversight of the Board, the Chief Executive Officer shall have general
supervision, direction and control of the business and affairs of the
Corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at all meetings
of the Board. If not a member of the Board, the Chief Executive Officer shall be
an ex officio member of the Executive Committee of the Board and shall have the
general powers and duties of management usually vested in the office of chief
executive officer of a corporation and such other powers and duties as may be
assigned by the Board.





Section
3.7    President.





In the
absence or disability of the Chief Executive Officer, the
President  shall perform all of the duties of the Chief Executive
Officer and when so  acting shall have all the powers and be subject
to all the restrictions upon the Chief Executive Officer, including the power to
sign all instruments and to take all actions which the Chief Executive Officer
is authorized to perform by the  Board of Directors or these Bylaws.
The President shall have the general powers  and duties usually vested
in the office of president of a corporation and such  other powers and
duties as may be prescribed by the Board.


9





Section
3.8  Chief Financial Officer





The Chief
Financial Officer shall exercise direction and control of the financial affairs
of the Corporation, including the preparation of the Corporation's financial
statements. The Chief Financial Officer shall have the general powers and duties
usually vested in the office of the chief financial officer of a corporation and
such other powers and duties as may be assigned by the Board.





Section
3.9  Chief Operating Officer.





Subject
to the oversight of the Chief Executive Officer, the Chief Operating Officer
shall exercise direction and control over the day-to-day operations of the
Corporation. In the case of the death or total and permanent disability of the
Chief Executive Officer and the President(s), the Chief Operating Officer or
Chief Corporate Officer, in order of rank or seniority, shall perform all of the
duties of such officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon such officer, including the power to sign
all instruments and to take all actions that such officer is authorized to
perform by the Board or these Bylaws. The Chief Operating Officer shall have the
general powers and duties of management usually vested in the office of the
chief operating officer of a corporation and such other powers and duties as
from time to time may be assigned to the Chief Operating Officer by the
Executive Chairman, the Chief Executive Officer or Board.





Section
3.10  Chief Corporate Officer.





Subject
to the oversight of the Chief Executive Officer, the Chief Corporate Officer
shall exercise direction and control over the day-to-day corporate functions of
the Corporation. In the case of the death or total and permanent disability of
the Chief Executive Officer and the President, the Chief Operating Officer or
Chief Corporate Officer, in order of rank or seniority, shall perform all of the
duties of such officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon such officer, including the power to sign
all instruments and to take all actions that such officer is authorized to
perform by the Board or these Bylaws. The Chief Corporate Officer shall have the
general powers and duties of management usually vested in the office of chief
corporate officer of a corporation and such other powers and duties as from time
to time may be assigned to the Chief Corporate Officer by the Executive
Chairman, the Chief Executive Officer or the Board.


10





Section
3.11 Chief Medical Officer





The Chief
Medical Officer shall exercise direction and control of the medical affairs of
the Corporation, including the preparation of any medical related regulatory
documents and advising on any medical related matters for the
Corporation.  The Chief Medical Officer shall have the general powers
and duties usually vested in the office of the chief medical officer of a
corporation and such other powers and duties as may be assigned by the Executive
Chairman, the Chief Executive Officer or the Board.





Section
3.12  Senior Executive Vice President, Executive Vice President,
Senior Vice President and Vice President.





In the
case of the death or total and permanent disability of the Chief Executive
Officer and the President, the Chief Operating Officer and the Chief Corporate
Officer, a corporate Senior Executive Vice President, an Executive Vice
President, a Group President, in the order of rank and seniority, shall perform
all of the duties of such officer, and when so acting shall have all the powers
of and be subject to all the restrictions upon such officer, including the power
to sign all instruments and to take all actions that such officer is authorized
to perform by the Board or these Bylaws. Each such officer shall have the
general powers and duties usually vested in such office. Each operating region,
division, group or corporate staff function officer shall have the general
powers and duties usually vested in such office. Each such officer shall have
such other powers and perform such other duties as from time to time may be
assigned to them respectively by the Executive Chairman, the Chief Executive
Officer or the Board.





Section
3.13  Secretary and Assistant Secretaries.





(a)  The
Secretary shall  record and keep, or cause to be kept, all votes and
the minutes of all proceedings in a book or books to be kept for that purpose at
the corporate headquarters of the Corporation, or at such other place as the
Board may from time to time determine; and perform like duties for the Executive
and other committees of the Board, when required. In addition, the Secretary
shall keep or cause to be kept, at the registered office of the Corporation in
the State of Nevada, those documents required to be kept thereat by Section 5.2
of the Bylaws and Section 78.105 of the Nevada Revised Statutes.





(b)  The
Secretary shall give, or cause to be given, notice of meetings of the
stockholders and special meetings of the Board, and shall perform such other
duties as may be assigned by the Executive Chairman, the Chief Executive Officer
or Board, under whose supervision the Secretary shall be. The Secretary shall
keep in safe custody the seal of the Corporation and affix the same to any
instrument requiring it. When required, the seal shall be attested by the
Secretary's; the Treasurer's or an Assistant Secretary's signature. The
Secretary or an Assistant Secretary hereby is authorized to issue certificates,
to which the corporate seal may be affixed, attesting to the incumbency of
officers of this Corporation or to actions duly taken by the Board, the
Executive Committee, any other committee of the Board or the
stockholders.


11





(c)  The
Assistant Secretary or Secretaries, in the order of their seniority, shall
perform the duties and exercise the powers of the Secretary and perform such
duties as the Executive Chairman, the Chief Executive Officer or Board of
Directors shall prescribe in the case of death or total and permanent disability
of the Secretary.





Section
3.14  Treasurer and Assistant Treasurers.





(a)  The
Treasurer shall deposit all moneys and other valuables in the name, and to the
credit, of the Corporation, with such depositories as may be determined by the
Treasurer. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board or permitted by the Chief Executive Officer or Chief
Financial Officer, shall render to the Chief Executive Officer, Chief Financial
Officer and directors, whenever they request it, an account of all transactions
and shall have such other powers and perform such other duties as may be
prescribed by the Board or these Bylaws or by the Executive Chairman or the
Chief Executive Officer.





(b)  The
Assistant Treasurer or Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers of the Treasurer and perform such
duties as the Executive Chairman, the Chief Executive Officer or Board of
Directors shall prescribe in the case of death or total and permanent disability
of the Treasurer.





Section
3.15  Additional Powers, Seniority and Substitution of
Officers.





In
addition to the foregoing powers and duties specifically prescribed for the
respective officers, the Board may by resolution from time to time (a) impose or
confer upon any of the officers such additional duties and powers as the Board
may see fit, (b) determine the order of seniority among the officers, and/or (c)
except as otherwise provided above, provide that in the case of death or total
and permanent disability of any officer or officers, any other officer or
officers shall temporarily or indefinitely assume the duties, powers and
authority of the officer or officers who died or became totally and permanently
disabled. Any such resolution may be final, subject only to further action by
the Board, granting to any of the Chief Executive Officer, President, Executive
Chairman or Vice Chairman (or Chairmen) such discretion as the Board deems
appropriate to impose or confer additional duties and powers, to determine the
order of seniority among officers and/or to provide for substitution of officers
as above described.





Section
3.16  Compensation.





The
officers of the Corporation shall receive such compensation as shall be fixed
from time to time by the Board or a committee thereof. Unless otherwise
determined by the Board, no officer shall be prohibited from receiving any
compensation by reason of the fact that such officer also is a director of the
Corporation.


12





Section
3.17  Transaction Involving Interest of an Officer.





In the
absence of fraud, no contract or other transaction of the Corporation shall be
affected or invalidated by the fact that any of the officers of the Corporation
is interested in any way in, or connected with any other party to, such contract
or transaction, or are themselves parties to such contract or transaction;
provided, however, that such contract or transaction complies with Section
78.140 of the Nevada Revised Statutes. Each and every person who is or may
become an officer of the Corporation hereby is relieved, to the extent permitted
by law, when acting in good faith, from any liability that might otherwise exist
from contracting with the Corporation for the benefit of such person or any
person in which such person may be interested in any way or with which such
person may be connected in any way.





ARTICLE
IV


EXECUTIVE
AND OTHER COMMITTEES





Section
4.1  Standing Committees.





(a)  The
Board may appoint an Executive Committee, an Audit Committee and a Compensation
Committee, consisting of such number of members as the Board may designate,
consistent with the Articles, these Bylaws and the laws of the State of
Nevada.





(b)  The
Executive Committee shall have and may exercise, when the Board is not in
session, all of the powers of the Board in the management of the business and
affairs of the Corporation, but the Executive Committee shall not have the power
to fill vacancies on the Board, to change the membership of or to fill vacancies
in the Executive Committee or any other Committee of the Board, to adopt, amend
or repeal these Bylaws or to declare dividends or other
distributions.





(c)  The
Audit Committee shall select and engage, on behalf of the Corporation and
subject to the consent of the stockholders, and fix the compensation of, a firm
of certified public accountants. It shall be the duty of the firm of certified
public accountants, which firm shall report to the Audit Committee, to audit the
books and accounts of the Corporation and its consolidated subsidiaries. The
Audit Committee shall confer with the auditors to determine, and from time to
time shall report to the Board upon, the scope of the auditing of the books and
accounts of the Corporation and its consolidated subsidiaries.  If
required by Nevada or federal laws, rules or regulations, or by the rules or
regulations of any exchange on which the Corporation's shares shall be listed,
the Board shall approve a charter for the Audit Committee and the Audit
Committee shall comply with such charter in the performance of its
duties.


13





(d)  The
Compensation Committee shall establish a general compensation policy for the
Corporation's directors and elected officers and shall have responsibility for
approving the compensation of the Corporation's directors, elected officers and
any other senior officers determined by the Compensation Committee. The
Compensation Committee shall have all of the powers of administration granted to
the Compensation Committee under the Corporation's non-qualified employee
benefit plans, including any stock incentive plans, long-term incentive plans,
bonus plans, retirement plans, deferred compensation plans, stock purchase plans
and medical, dental and insurance plans. In connection therewith, the
Compensation Committee shall determine, subject to the provisions of such plans,
the directors, officers and employees of the Corporation eligible to participate
in any of the plans, the extent of such participation and the terms and
conditions under which benefits may be vested, received or
exercised.  The Compensation Committee may delegate any or all of its
powers of administration under any or all of the Corporation's non-qualified
employee benefit plans to any committee or entity appointed by the Compensation
Committee. If required by any Nevada or federal laws, rules or regulations, or
by the rules or regulations of any exchange on which the Corporation's shares
shall be listed, the Board shall approve a charter for the Compensation
Committee and the Compensation Committee shall comply with such charter in the
performance of its duties.





Section
4.2  Other Committees.





Subject
to the limitations of the Articles, these Bylaws and the laws of the State of
Nevada, or duties not delegable by the Board, any or all of the responsibilities
and powers of the Board may be exercised, and the business and affairs of this
Corporation may be exercised or controlled by or under the authority of such
other committee or committees as may be appointed by the Board, including,
without limitation, a Nominating Committee, an Ethics, Quality and Compliance
Committee and a Corporate Governance Committee. The responsibilities and/or
powers to be exercised by any such committee shall be designated by the
Board.





Section
4.3  Procedures.





Meetings
and actions of committees shall be governed by, and held in accordance with, the
following provisions of Article II of these Bylaws: Section 2.9 (Regular
Meetings), Section 2.10 (Special Meetings), Section 2.11 (Notice; Waiver of
Notice), Section 2.12 (Notice of Adjournment), Section 2.13 (Quorum) and Section
2.14 (Action by Unanimous Written Consent), with such changes in the context of
these Bylaws as are necessary to substitute the committee and its members for
the Board and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the Board or by
resolution of the committee, that special meetings of committees may also be
called by resolution of the Board.  The Board may adopt rules for the
governance of any committee not inconsistent with the provisions of these
Bylaws.





ARTICLE
V


CORPORATE
RECORDS AND REPORTS—INSPECTION




Section
5.1  Records.





The
Corporation shall maintain adequate and correct accounts, books and records of
its business and properties. All of such books, records and accounts shall be
kept at its corporate headquarters and/or at other locations within or without
the State of Nevada as may be designated by the Board.


14





Section
5.2  Articles, Bylaws and Stock Ledger.





The
Corporation shall maintain and keep the following documents at its registered
office in the State of Nevada: (a) a certified copy of the Articles and all
amendments thereto; (b) a certified copy of these Bylaws and all amendments
thereto; and (c) the Stock Ledger (unless such Stock Ledger is kept by a third
party transfer agent).





Section
5.3  Inspection.





Stockholders
of the Corporation may inspect books and records of the Corporation in
accordance with Sections 78.105 and 78.257 of the Nevada Revised
Statutes.





Section
5.4  Checks, Drafts, Etc.





All
checks, drafts, or other orders for payment of money, notes or other evidences
of indebtedness, issued in the name of, or payable to, the Corporation, shall be
signed or endorsed only by such person or persons, and only in such manner, as
shall be authorized from time to time by the Board, the Chief Executive Officer,
the President, the Chief Financial Officer or the Treasurer.





ARTICLE
VI


OTHER
AUTHORIZATIONS





Section
6.1  Execution of Contracts.





Except as
otherwise provided in these Bylaws, the Board may authorize any officer or agent
of the corporation to enter into and execute any contract, document, agreement
or instrument in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances. Unless so authorized by the
Board, no officer, agent or employee shall have any power or authority, except
in the ordinary course of business, to bind the Corporation by any contract or
engagement, to pledge its credit or to render it liable for any purpose or in
any amount.





Section
6.2  Dividends or Other Distributions





From time
to time, the Board may declare, and the Corporation may pay, dividends or other
distributions on its outstanding shares in the manner and on the terms and
conditions provided by the laws of the State of Nevada and the Articles, subject
to any contractual restrictions to which the Corporation is then
subject.


15





ARTICLE
VII


SHARES
AND TRANSFER OF SHARES





Section
7.1  Shares.





(a)  The
shares of the capital stock of the Corporation may be represented by
certificates or uncertificated. Each registered holder of shares of capital
stock, upon written request to the Secretary of the Corporation, shall be
provided with a stock certificate representing the number of shares owned by
such holder.





(b)  Certificates
for shares shall be in such form as the Board may designate and shall be
numbered and registered as they are issued. Each shall state the name of the
record holder of the shares represented thereby; its number and date of
issuance; the number of shares for which it is issued; the par value; a
statement of the rights, privileges, preferences and restrictions, if any; a
statement as to rights of redemption or conversion, if any; and a statement of
liens or restrictions upon transfer or voting, if any, or, alternatively, a
statement that certificates specifying such matters may be obtained from the
Secretary of the Corporation.





(c)  Every
certificate for shares must be signed by the Chief Executive Officer or the
President and the Secretary or an Assistant Secretary, or must be authenticated
by facsimiles of the signatures of the Chief Executive Officer or the President
and the Secretary or an Assistant Secretary. Before it becomes effective, every
certificate for shares authenticated by a facsimile or a signature must be
countersigned by a transfer agent or transfer clerk, and must be registered by
an incorporated bank or trust company, either domestic or foreign, as registrar
of transfers.





(d)  Even
though an officer who signed, or whose facsimile signature has been written,
printed, or stamped on a certificate for shares ceases, by death, resignation,
retirement or otherwise, to be an officer of the Corporation before the
certificate is delivered by the Corporation, the certificate shall be as valid
as though signed by a duly elected, qualified and authorized officer if it is
countersigned by the signature or facsimile signature of a transfer clerk or
transfer agent and registered by an incorporated bank or trust company, as
registrar of transfers.





(e)  Even
though a person whose facsimile signature as, or on behalf of, the transfer
agent or transfer clerk has been written, printed or stamped on a certificate
for shares ceases, by death, resignation, or otherwise, to be a person
authorized to so sign such certificate before the certificate is delivered by
the Corporation, the certificate shall be deemed countersigned by the facsimile
signature of a transfer agent or transfer clerk for purposes of meeting the
requirements of this section.


16





Section
7.2  Transfer on the Books.





Upon
surrender to the Secretary or transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation or
its transfer agent to issue a new certificate, if requested by the transferee,
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.





Section
7.3  Lost or Destroyed Certificates.





The Board
may direct, or may authorize the Secretary to direct, a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the Secretary's receipt of an affidavit of that fact by the person
requesting the replacement certificate for shares so lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board or
Secretary may, in its or the Secretary's discretion, and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as it shall require and/or give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost or destroyed.





Section
7.4  Transfer Agents and Registrars.





The
Board, the Chief Executive Officer, the Chief Financial Officer or the Secretary
may appoint one or more transfer agents or transfer clerks, and one or more
registrars, who may be the same person, and may be the Secretary of the
Corporation, an incorporated bank or trust company or any other person or
entity, either domestic or foreign.





Section
7.5  Fixing Record Date for Dividends, Etc.





The Board
may fix a time, not exceeding fifty (50) days preceding the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the stockholders entitled to receive any such
dividend or distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion, or exchange of shares, and, in
such case, only stockholders of record on the date so fixed shall be entitled to
receive such dividend, distribution, or allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after any record date fixed as aforesaid.





Section
7.6  Record Ownership.





The
Corporation shall be entitled to recognize the exclusive right of a person
registered as such on the books of the Corporation as the owner of shares of the
Corporation's stock to receive dividends or other distributions and to vote as
such owner, and shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by law.


17





ARTICLE
VIII


AMENDMENTS
TO BYLAWS





Section
8.1  By Stockholders.





New or
restated bylaws may be adopted, or these Bylaws may be repealed, amended and/or
restated, at any meeting of the stockholders, by the affirmative vote of the
holders of a majority of all outstanding shares voting together and not by
class, except amendment of Section 2.5 shall require the approval of two-thirds
(2/3) of all outstanding shares voting together (unless the Certificate of
Designation of any preferred stock of the Corporation requires the affirmative
vote of such holders of preferred stock).





Section
8.2  By Directors.





Subject
to the right of the stockholders to adopt, amend and/or restate or repeal these
Bylaws, as provided in Section 8.1, the Board may adopt, amend, or repeal any of
these Bylaws, except amendment of Section 2.5 shall require the approval of
two-thirds (2/3) of all outstanding shares voting together (unless the
Certificate of Designation of any preferred stock of the Corporation requires
the affirmative vote of such holders of preferred stock) by the affirmative vote
of two-thirds of the directors.  This power may not be delegated to
any committee appointed in accordance with these Bylaws.





Section
8.3  Record of Amendments.





Whenever
an amendment or a new Bylaw is adopted, it shall be copied in the book of
minutes with the original Bylaws, in the appropriate place. If any Bylaw is
repealed, the fact of repeal, with the date of the meeting at which the repeal
was enacted, or written assent was filed, shall be stated in said
book.


18





ARTICLE
IX


INDEMNIFICATION
OF DIRECTORS AND OFFICERS





Section
9.1  Indemnification in Actions, Suits or Proceedings other than those
by or in the Right of the Corporation.





Any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (except an action by or in the right
of the Corporation) (a "Proceeding"), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
by the Corporation to the fullest extent permitted by Nevada law against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding (collectively, "Costs"). The
termination of any Proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and that, with respect to any criminal action or proceeding, such
person had reasonable cause to believe that such person's conduct was
unlawful.





Section
9.2   Indemnification in Actions, Suits or Proceedings by or in
the Right of the Corporation.





The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed Proceeding by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against Costs incurred by such person in
connection with the defense or settlement of such action or
suit.  Indemnification may not be made for any claim, issue or matter
as to which such person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation or
for amounts paid in settlement to the Corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.





Section
9.3  Indemnification by a Court.





If a
claim under Sections 9.1 or 9.2 is not paid in full by the Corporation within 30
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for Costs incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Nevada law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including the Board, independent legal counsel, or the
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because such claimant has met such standard of conduct, nor an actual
determination by the Corporation (including the Board, independent legal
counsel, or the stockholders) that the claimant has not met such standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has failed to meet such standard of conduct.


19





Section
9.4  Expenses Payable in Advance.





The
Corporation shall pay the Costs incurred by any person entitled to
indemnification in defending a Proceeding as such Costs are incurred and in
advance of the final disposition of a Proceeding; provided, however, that the
Corporation shall pay the Costs of such person only upon receipt of an
undertaking by or on behalf of such person to repay the amount if it is
ultimately determined by a court of competent jurisdiction that such person is
not entitled to be indemnified by the Corporation.





Section
9.5  Nonexclusivity of Indemnification and Advancement of
Expenses.





The right
to indemnification and advancement of Costs authorized in this Article IX or
ordered by a court: (a) does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
Articles of the Corporation or any agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in such person's
official capacity or an action in another capacity while holding such person's
office, except that indemnification, unless ordered by a court pursuant to
Nevada law or the advancement of expenses made pursuant to Section 9.4, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that such person's acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee, or agent and inures to the benefit of the heirs, executors
and administrators of such a person.





Section
9.6  Insurance.





The
Corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in accordance with Section
78.752 of the Nevada Revised Statutes.





Section
9.7  Certain Definitions.





(a)  For
purposes of this Article IX, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents so that any person who is
or was a director, officer, employee or agent of such constituent corporation or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had
continued.


20





(b)  For
purposes of this Article IX, references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan.





(c)  For
purposes of this Article IX, references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries;





(d)  For
purposes of this Article IX, a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.





(e)  For
purposes of this Article IX, the term "Board" shall mean the Board of the
Corporation or, to the extent permitted by the laws of Nevada, as the same exist
or may hereafter be amended, its Executive Committee. On vote of the Board, the
Corporation may assent to the adoption of Article IX by any subsidiary, whether
or not wholly owned.





Section
9.8  Indemnification of Witnesses.





To the
extent that any director, officer, employee, or agent of the Corporation is by
reason of such position, or a position held with another entity at the request
of the Corporation, a witness in any action, suit or proceeding, such person
shall be indemnified against all Costs actually and reasonably incurred by such
person or on such person's behalf in connection therewith.





Section
9.9  Indemnification Agreements.





The
Corporation may enter into agreements with any director, officer, employee, or
agent of the Corporation providing for indemnification to the full extent
permitted by Nevada law.





Section
9.10  Actions Prior to Adoption of Article IX.





The
rights provided by this Article IX shall be available whether or not the claim
asserted against the director, officer, employee, or agent is based on matters
which antedate the adoption of this Article IX.





Section
9.11  Severability.





If any
provision Article IX shall for any reason be determined to be invalid, the
remaining provisions hereof shall not be affected thereby but shall remain in
full force and effect.


21





ARTICLE
X


CORPORATE
SEAL





The
corporate seal shall be circular in form and shall have inscribed thereon the
name of the Corporation, the date of its incorporation and the word
"Nevada".





ARTICLE
XI


INTERPRETATION





Reference
in these Bylaws to any provision of Nevada law or the Nevada Revised Statutes
shall be deemed to include all amendments thereto and the effect of the
construction and determination of validity thereof by the Nevada Supreme
Court.


22


EXHIBIT
C


Schedules


[see
attached]





EXHIBIT
C




AMENDED AND RESTATED
SCHEDULES




Schedule
      1.2
            Accounts
      Payable Over 120 Days That Are Permitted
  Indebtedness:




Aspen
Capital Advisors not to exceed $65,000


K&L
Gates, LLP not to exceed $500,000


Path Labs
of Fort Myers not to exceed $80,000


HCSS, LLC
dba Bridge Labs not to exceed $40,000





Schedule
      2.3
            Borrower’s
      Operating Account for Disbursements




[***]





Schedule
      5.3B
            Third-Party
      Contracts With Payor’s Representing at Least 5% of Cash
      Receipts




Medicare


United
Healthcare





Schedule
      7.3
            Subsidiaries
      of NeoGenomics, Inc., a Nevada Corporation (Holding
    Company)




NeoGenomics
Laboratories, Inc., a Florida Corporation




Subsidiaries
of NeoGenomics Laboratories, Inc., a Florida Corporation (Operating
Company)




None





Capitalization
of NeoGenomics, Inc, a Nevada Corporation





Common
      Shares Authorized:
                  
                  
                  100,000,000Common
      Stock Outstanding (as of 3/31/09):
                  
                  
                  33,056,021Preferred
      Stock Authorized:
                  
                  
                  10,000,000Preferred
      Stock Outstanding (as of 3/31/09):
                  
                  NoneWarrants
      Outstanding (as of 3/31/09):
                  
                  
                  6,542,755Options
      Outstanding (as of 12/31/08):
                  
                  
                  3,724,422





This
Schedule 7.3 dealing with the Capitalization of the Guarantor shall be deemed to
be automatically updated by any disclosures which appear in the Guarantor’s
public filings with the Securities and Exchange Commission.





Capitalization
of NeoGenomics Laboratories, Inc, a Florida Corporation





Common
      Shares Authorized:
                
                
                100Common
      Sock Outstanding:
                
                
                100





Board
of Directors of NeoGenomics, Inc, a Nevada Corporation




Michael
      T. Dent, M.D.
                George
      G. O’LearyRobert
      P. Gasparini
                Peter
      M. PetersonMarvin
      E. Jaffe, M.D.
                William
      J. RobisonSteven
      C. Jones
                Douglas
      M. VanOort


[***] Information redacted
pursuant to a confidential treatment request.  An unredacted version
of this Agreement has been filed separately with the Securities and Exchange
Commission.




1





Board
of Directors of NeoGenomics Laboratories, Inc, a Florida
Corporation




Douglas
M. VanOort


Michael
T. Dent, M.D.


Robert P.
Gasparini





Schedule
      7.4A
            Locations
      of Leased Properties




12701
Commonwealth Drive, Suites 1-9


Fort
Myers, FL 33913





618
Grassmere Park Drive, Suite 20


Nashville,
TN  37211





6 Morgan
Street, Suite 150


Irvine,
CA 92618





9548
Topanga Canyon Blvd.


Chatsworth,
CA  91311





Schedule
      7.4B
            [***]




Schedule
      7.5
                  
                  Affiliate
      Contracts
                    
                    HCSS, LLC
                    
                    On
      March 11, 2005, NeoGenomics entered into an agreement with HCSS, LLC and
      eTelenext, Inc. to enable NeoGenomics to use eTelenext, Inc’s laboratory
      information system (LIS).  HCSS, LLC is a holding company
      created to build a small laboratory network for the 50 small commercial
      genetics laboratories in the United States.  HCSS, LLC is owned
      66.7% by Dr. Michael T. Dent, our Chairman.  By becoming the
      first customer of HCSS in the small laboratory network, the Company saved
      approximately $152,000 in up front licensing fees.  Under the
      terms of the agreement, the Company paid $22,500 over three months to
      customize this software and pays an annual membership fee of $6,000 per
      year and monthly transaction fees of between $2.50 - $10.00 per completed
      test, depending on the volume of tests performed.  As of
      December, 2007, the Company was incurring approximately $8,000 -
      $10,000/month in fees.  The eTelenext system is an elaborate LIS
      that is in use at many larger labs.  By utilizing the eTelenext
      system, the Company has vastly increased the productivity of its
      technologists.Certain Consulting Agreements with Board
      Members
                    
                    The
      Company has consulting arrangements with two members of its Board of
      Directors, Mr. Steven Jones and Mr. George O’Leary, to provide various
      consulting services.  Although there are no written agreements,
      per se, each of these arrangements has been approved by the Company’s
      Board of Directors.  Mr. Jones receives approximately $150/hour
      and is paid through Aspen Capital Advisors.  Mr. O’leary
      receives approximately $1,000/day and is paid through SKS
      Consulting.  The maximum amounts payable by the Company under
      the consulting agreements referenced in this paragraph will not exceed
      $500,000 per fiscal
year.




[***] Information redacted
pursuant to a confidential treatment request.  An unredacted version
of this Agreement has been filed separately with the Securities and Exchange
Commission.




2





Certain Leasing Arrangements with Gulf Pointe
      Capital, LLC
                  
                  On
      September 30, 2008, the Borrower entered into a Master Lease Agreement
      (the “Master Lease”) with Gulfpointe Capital, LLC which allows the
      Borrower to obtain operating lease capital from time to
      time.  Three members of the Guarantor’s Board of Directors
      Steven Jones, Peter Petersen and Marvin Jaffe, are affiliated with
      Gulfpointe Capital, LLC.  On September 30, 2008, the Borrower
      also entered into the first lease schedule under the Master Lease
      Agreement which provided for a sale leaseback on approximately $130,000 of
      used laboratory equipment (“Lease Schedule #1”).  This
      sale/leaseback transaction was entered into after it was determined that
      Leasing Technologies International Inc., the Borrower’s primary source of
      operating lease funds, was unable to consummate this transaction under
      their lease line with the Borrower.  Messrs Jones, Peterson and
      Jaffe recused themselves from all aspects of both sides of this
      transaction.  The lease has a 30 month term and a lease rate
      factor of 0.039683/month, which equates to monthly payments of $5,154.88
      during the term.  Gulfpointe Capital LLC (“Gulfpointe”) also
      received warrants to purchase 32,475 shares of the Guarantor’s common
      stock with an exercise price of $1.08/share and a five year
      term.  At the end of the term, the Borrower’s options are as
      follows:
                  
                  a.)   
      Purchase not less than all of the equipment for its then fair market value
      not to exceed 15% of the original equipment cost.
                  b.)   
      Extend the lease term for a minimum of six months.
                  c.)   
      Return not less than all the equipment at the conclusion of the lease
      term.
                  
                  On
      February 9, 2009, the Borrower entered into a second schedule under the
      Master Lease for the sale leaseback and purchase of approximately $118,000
      of used laboratory equipment (“Lease Schedule #2”). This sale/leaseback
      transaction was entered into after it was determined that Leasing
      Technologies International Inc., the Borrower’s primary source of
      operating lease funds, was unable to consummate this transaction under
      their lease line with the Borrower.  Messrs. Jones, Peterson and
      Jaffe recused themselves from all aspects of both sides of this
      transaction.  The lease has a 30 month term at the same lease
      rate factor per month as Lease Schedule #1, which equates to monthly
      payments of $4,690.41 during the term.  As part of Lease
      Schedule #2, on February 9, 2009, the Guarantor and Gulfpointe terminated
      their original warrant agreement, dated September 30, 2008, and replaced
      it with a new warrant to purchase 83,333 shares of the Guarantor’s common
      stock.  Such new warrant has a five year term and an exercise
      price of $0.75/share.  The Borrower’s options at the end of the
      term of Lease Schedule #2 are the same as for Lease Schedule
      #1.
                  
                  Certain Stock and Warrant Agreements with Douglas
      M. VanOort
                  
                  On March 16, 2009, the Guarantor
      entered into a subscription agreement with the Douglas M. VanOort Living
      Trust for the purchase of 625,000 shares of common stock at a purchase
      price of $0.80/share, which resulted in gross proceeds to the Guarantor of
      $500,000.  Also on March 16, 2009, the Guarantor entered into a
      warrant agreement with Douglas M. VanOort granting him the rights to
      purchase 625,000 shares of common stock at a purchase price of
      $1.05/share.  Such warrant has a five year term and is subject
      to certain vesting requirements specified in the
  warrant.




3





Schedule
      7.6
                
                Litigation
                  
                  US Labs
                  
                  On October 26, 2006, US Labs
      filed a complaint in the Superior Court of the State of California for the
      County of Los Angeles (entitled Accupath Diagnostics Laboratories, Inc. v.
      NeoGenomics, Inc., et al., Case No. BC 360985) (the “Lawsuit”) against the
      Company and Robert Gasparini, as an individual, and certain other
      employees and non-employees of NeoGenomics (the “Defendants”) with respect
      to claims arising from discussions with current and former employees of US
      Labs.  On March 18, 2008, we reached a preliminary agreement to
      settle US Labs’ claims, and in accordance with SFAS No. 5, Accounting For
      Contingencies, as of December 31, 2007 we accrued a $375,000 loss
      contingency, which consisted of $250,000 to provide for the Company’s
      expected share of this settlement, and $125,000 to provide for the
      Company’s share of the estimated legal fees.
                  
                  On April 23, 2008, the Company
      and US Labs entered into the Settlement Agreement; whereby, both parties
      agreed to settle and resolve all claims asserted in and arising out of the
      aforementioned lawsuit. Pursuant to the Settlement Agreement, the
      Defendants are required to pay $500,000 to US Labs, of which $250,000 was
      paid on May 1, 2008 with funds from the Company’s insurance carrier and
      the remaining $250,000 will be paid by the Company on the last day of each
      month in equal installments of $31,250 commencing on May 31,
      2008.  Under the terms of the Settlement Agreement, there are
      certain provisions agreed to in the event of default.  As of
      March 31, 2009, there were no remaining payments due under the Settlement
      Agreement.
                  
                  FCCI Commercial Insurance
      Company
                  
                  A
      civil lawsuit is currently pending between the Company and its liability
      insurer, FCCI Commercial Insurance Company ("FCCI") in the 20th Judicial
      Circuit Court in and for Lee County, Florida (Case No.
      07-CA-017150).  FCCI filed the suit on December 12, 2007 in
      response to the Company's demands for insurance benefits with respect to
      an underlying action involving US Labs (a settlement agreement has since
      been reached in the underlying action, and thus that case has now
      concluded).  Specifically, the Company maintains that the
      underlying plaintiff's allegations triggered the subject insurance
      policy's personal and advertising injury coverage.  In the
      lawsuit, FCCI seeks a court judgment that it owes no obligation to the
      Company regarding the underlying action (FCCI does not seek monetary
      damages).  The Company has counterclaimed against FCCI for
      breach of the subject insurance policy, and seeks recovery of defense
      costs incurred in the underlying matter, amounts paid in settlement
      thereof, and fees and expenses incurred in litigating with
      FCCI.  The court recently denied a motion by FCCI for judgment
      on the pleadings, and the parties are proceeding with
      discovery.  We intend to aggressively pursue all remedies in
      this matter and believe that the courts will ultimately find that FCCI had
      a duty to provide coverage in the US Labs
  litigation.


4





Dr. Peter Kohn
                  
                  In
      October 2004, Dr. Peter Kohn resigned as Lab Director of NeoGenomics. His
      employment contract with the Company ended September 30, 2004 and was not
      renewed. There was communication between Mr. Thomas White, former CEO and
      Dr. Kohn in October regarding health coverage and unused vacation time. In
      November 2004, the company received correspondence from Terry and Frazier,
      LLP, Dr. Kohn’s attorney relating to health care coverage, unused vacation
      time and business expenses related to November 2004. Mr. White responded
      that the Company would use the unpaid vacation time to cover Dr. Kohn’s
      health insurance until the issue is resolved and that the business
      expenses fell outside the contract terms and therefore would not be
      reimbursed. Dr. Kohn’s contract stipulated that this agreement superseded
      all prior agreements and therefore prior claims related to prior
      agreements were resolved with the signing of the most recent agreement.
      The Company believes that it has a strong documented case relating to its
      position regarding Dr. Kohn’s claims which would hold up in any court
      proceeding.  However, in the event that the Company is found to
      be liable for some or all of Dr. Kohn’s claims, the amounts in question
      would not be material to the ongoing operations of the
      Company.  The Company booked accrued severance expense of
      $12,352 to cover Dr. Kohn’s unused vacation pay up to the date of his
      termination and paid approximately $400/month to cover his health
      insurance against this accrual until June of 2007 when the Company was
      notified that Dr. Kohn had gotten insurance elsewhere.
                  
                  On January 12, 2005, the Company
      received a complaint filed in the Circuit Court for Seminole County,
      Florida by its former Laboratory Director, Dr. Peter Kohn.  The
      complaint alleged that the Company owed Dr. Kohn approximately $22,000 in
      back vacation pay and other unspecified damages.  The Company
      believes that it owes Dr. Kohn no more than approximately $12,352, of
      which it has already paid substantially all of this by virtue of the
      Company continuing to pay Dr. Kohn’s health insurance
      premiums.
                  
                  On
      March 5, 2007, the Company received an amended complaint filed in the
      Circuit Court for Seminole County, Florida by Dr. Kohn.  The
      complaint alleges the following (a) that Dr. Kohn is owed $12,600 for 22
      unused vacation days and 4 unused sick days resulting from his first
      contract from Oct 2002 to Sept 2003; (b) that Dr. Kohn is owed $14,054 for
      25 unused vacation days and four unused sick days (at a rate of
      $484.64/day), (c) that Dr. Kohn is owed $10,664 for thirty days of notice
      time from Oct 7, 2004 to Nov 5, 2004 and $917 for rent reimbursement and
      $442 for meal and auto expense, and (d) that Dr. Kohn is entitled to
      recoup legal fees.
                  
                  The
      Company believes that all of Dr. Kohn’s claims related to the first
      contract (see (a) above) are unenforceable since the second contract
      clearly stated that it superseded all prior claims.  With
      respect to Dr. Kohn’s claims in paragraph (b) above, the Company has
      acknowledged that it owed Dr. Kohn $12,352 as of the date of termination
      for 25 days of unused vacation time and has been using this money to pay
      his insurance premiums.  The Company further believes that Dr.
      Kohn’s claims from (c) above are without merit, since the contract had
      already lapsed on Sept 30, 2004 and the Company received an email message
      from Dr. Kohn saying that he had resigned.  Thus, either of the
      above reasons would have obviated the need for 30 days
      notice.   Similarly, the Company does not believe that Dr.
      Kohn is entitled to attorneys fees.
                  
                  In
      March 2007, the Company filed a motion to dismiss most of the third
      amended complaint, except for the count dealing with the unused vacation
      pay from the second contract (count b above), which the Company has
      acknowledged that it owed to Dr. Kohn.  On May 1, 2007, the
      judged dismissed two of the four counts that the Company had requested be
      dismissed.  On June 13, 2007, the Company filed its answer to
      Dr. Kohn’s remaining claims and the both sides are currently engaged in
      discovery.  There has been no meaningful activity on this case
      since the summer of 2007, and no trial has been set for the remaining
      matters.  Should Dr. Kohn continue to pursue this action, the
      Company intends to vigorously pursue its defense of this matter, and even
      if the Company were found liable for Dr. Kohn’s claims, the Company does
      not believe the amounts in question would be material to the ongoing
      operations of the
Company.


5





Thomas Schofield
                    
                    On January 16, 2009, the Borrower
      initiated litigation against Thomas Schofield, who had served as the
      Borrower’s Director of Operations from June 2005 until his resignation in
      late December 2008.  The suit, which was filed in the Circuit
      Court for the Twentieth Judicial District in and for Lee County Florida
      (the “Court”), sought the enforcement of Mr. Schofield’s Confidentiality,
      Non-Solicitation and Non-Competition Agreement.  An emergency
      trial was held on January 28, 2009 in Fort Myers, FL.  At such
      trial the judge affirmed in part and denied in part the Borrower’s request
      for a preliminary injunction against Mr. Schofield and his new employer,
      Laboratory Corporation of America (Lab Corp.).  On April 2,
      2009, the Court issued a written ruling with the specific
      injunction.  The injunction enjoins Mr. Schofield from working
      in any management capacity other than as Director of  Logistics
      for Lab Corp within 1,000 miles of the Borrower’s main headquarter
      facility in Fort Myers.  The order also enjoins Mr. Schofield
      from soliciting any of the Borrowers customers either individually or in
      concert with Lab Corp.
                    
                    Other Litigation in the Normal Course of
      Business
                    
                    The Credit Parties are also
      subject to legal proceedings, claims and litigation arising in the
      ordinary course of business where (a) the amount in controversy does not
      exceed $50,000 and (b) no injuctive relief is being sought by the
      parties.  We do not expect the ultimate costs to resolve these
      matters to have a material adverse effect on our consolidated financial
      position, results of operations or cash flows.Schedule
      7.11
                  
                  Intellectual
      Property
                    
                    The
      Company has received a registered trademark for the name “NeoGenomics” for
      use in the business in which it currently operates and related
      businesses.Schedule
      7.15A
                  
                  Existing
      Indebtedness, Investments, Guarantees and Certain
  ContractsExisting
      Indebtedness of GuarantorNoneExisting
      Indebtedness and Contracts for Indebtedness by
  Borrower




6




Amount of
                  
                  Start
                  
                  
                  
                  TermLessor (Capitalized Leases)
                  
                  Asset Description
                  
                  lease
                  
                  Date
                  
                  Term
                  
                  Date
                  
                  Payment1
                  
                  US Express Lease
                  
                  Computer Equipment
                  
                  $
                  11,204
                  
                  Mar-07
                  
                  36
                  
                  Mar-10
                  
                  $
                  4132
                  
                  Balboa Capital
                  
                  Furniture & fixtures
                  
                  
                  19,820
                  
                  Apr-07
                  
                  60
                  
                  Mar-12
                  
                  
                  4413
                  
                  VAR 222707 - PC Connections
                  
                  Computer Equipment
                  
                  
                  6,245
                  
                  Feb-07
                  
                  36
                  
                  Jan-10
                  
                  
                  3724
                  
                  VAR res 13107 - PC Connection
                  
                  Computer Equipment
                  
                  
                  3,554
                  
                  Feb-07
                  
                  36
                  
                  Jan-10
                  
                  
                  2995
                  
                  California Beckman
                  
                  Cytomics PC 500
                  
                  
                  136,118
                  
                  Mar-07
                  
                  60
                  
                  Feb-12
                  
                  
                  2,7926
                  
                  Baytree
                  
                  BMC Software/customer svc
                  
                  
                  15,783
                  
                  Mar-07
                  
                  36
                  
                  Mar-10
                  
                  
                  5527
                  
                  Royal bank of america
                  
                  Abbott molecular Thermobrite
                  
                  
                  80,936
                  
                  Feb-07
                  
                  48
                  
                  Jan-11
                  
                  
                  2,2898
                  
                  Beckman Coulter Lease
                  
                  Flow Cytometer
                  
                  
                  125,064
                  
                  Apr-06
                  
                  60
                  
                  Mar-11
                  
                  
                  2,6919
                  
                  Marlin Lease
                  
                  Ikonisys comupter support equip
                  
                  
                  48,230
                  
                  Sep-06
                  
                  60
                  
                  Aug-11
                  
                  
                  1,20110
                  
                  B of A Lease
                  
                  Computer hardware & servers
                  
                  
                  98,405
                  
                  Sep-06
                  
                  60
                  
                  Aug-11
                  
                  
                  2,36611
                  
                  AEL Lease
                  
                  IkoniScope
                  
                  
                  100,170
                  
                  Sep-06
                  
                  60
                  
                  Aug-11
                  
                  
                  2,31612
                  
                  GE Capital Corp
                  
                  IkoniScope
                  
                  
                  100,170
                  
                  Sep-06
                  
                  60
                  
                  Aug-11
                  
                  
                  2,10513
                  
                  Beckman Coulter
                  
                  Coulter Hematology Analyzer
                  
                  
                  18,375
                  
                  Nov-06
                  
                  60
                  
                  Oct-11
                  
                  
                  76114
                  
                  Bank of America
                  
                  Computer hardware & servers
                  
                  
                  8,954
                  
                  Nov-06
                  
                  60
                  
                  Oct-11
                  
                  
                  22815
                  
                  Royal Bank (BMT) 24K Lease
                  
                  Computer hardware & servers
                  
                  
                  23,494
                  
                  Dec-06
                  
                  48
                  
                  Nov-10
                  
                  
                  71816
                  
                  Royal Bank (BMT) 18K Lease
                  
                  Computer hardware & servers
                  
                  
                  17,661
                  
                  Dec-06
                  
                  48
                  
                  Nov-10
                  
                  
                  54917
                  
                  Toshiba Lease
                  
                  Phone system
                  
                  
                  42,784
                  
                  Jan-07
                  
                  60
                  
                  Dec-11
                  
                  
                  99818
                  
                  Key Equipment
                  
                  Genetic imaging system
                  
                  
                  124,820
                  
                  Aug-07
                  
                  60
                  
                  Jul-12
                  
                  
                  3,09019
                  
                  Great America
                  
                  Genetic imaging system
                  
                  
                  55,920
                  
                  Aug-07
                  
                  60
                  
                  Jul-12
                  
                  
                  1,39220
                  
                  Bank of America
                  
                  Seacoast billing software
                  
                  
                  74,788
                  
                  Sep-07
                  
                  36
                  
                  Aug-10
                  
                  
                  3,12521
                  
                  Think Leasing/H&IT Capital
                  
                  Ikoniscope, Great Plains s/w, etc
                  
                  
                  292,993
                  
                  Jan-08
                  
                  60
                  
                  Jan-13
                  
                  
                  6,534$
                  1,405,489
                  
                  
                  
                  
                  
                  
                  
                  $
                  35,234




Investments
      Held by Guarantor$200,000
      Convertible Note Receivable from Power3 Medical Products,
    Inc.Investments
      Held by SubsidiaryNoneSchedule
      7.15B
              
              Indebtedness with a Maturity
      Date During the Term –See Schedule 7.15ASchedule
      7.16
              
              Other Agreements -See
      Schedule 7.5


7





Schedule
      7.17
            Insurance





Commercial Insurance ScheduleEffective
            
            ExpirationBroker / Agent
            
            Carrier (Ins. Co)
            
            Type
            
            Policy Number
            
            Limit
            
            Date
            
            Date
            
            Note:1
            
            Gulfshore Insurance
            
            Admiral
      Insurance Co.
            
            Professional Liability
            
            E000000559302
            
            $1
      mil / $3 mil
            
            10/9/2007
            
            10/9/2008
            
            All
      Locations2
            
            Gulfshore Insurance
            
            TravelersIndemnity Co. of CT
            
            Workers' Comp
            
            IACRUB-4649C88-4-07
            
            EL-$500,000
            
            5/4/2007
            
            5/4/2008
            
            All
      Locations3
            
            N/A
            
            Brickstreet Mutual
      Ins. Co
            
            WV
      Workers Comp
            
            WC10203816-01
            
            EL-$500,000
            
            2/19/2007
            
            2/19/2008
            
            WV
      Stae Ins. Co.4
            
            Lott & Gaylor
            
            FCCI
      - FL
            
            Commercial Property
            
            CP0003390-1
            
            $1.7
      mil
            
            4/15/2007
            
            4/15/2008
            
            FL
      only5
            
            Lott & Gaylor
            
            FCCI
      - FL
            
            General Liability
            
            GL00052821-1
            
            $1
      mil / $2 mil
            
            4/15/2007
            
            4/15/2008
            
            FL
      only6
            
            Lott & Gaylor
            
            FCCI
      - FL
            
            Crime
            
            CR0000676-1
            
            $50,000
            
            4/15/2007
            
            4/15/2008
            
            FL
      Admin only7
            
            Lott & Gaylor
            
            FCCI
      - TN
            
            commercial Property
            
            CPP0006352-2
            
            $225,841
            
            5/31/2007
            
            5/31/2008
            
            TN
      Only8
            
            Lott & Gaylor
            
            FCCI
      - TN
            
            commercial liability
            
            CPP0006352-2
            
            $1
      mil / $2 mil
            
            5/31/2007
            
            5/31/2008
            
            TN
      Only9
            
            Gulfshore Insurance
            
            Mount
      Vernon Ins.
            
            commercial Property
            
            CF2166377
            
            $593,000
            
            9/21/2007
            
            9/21/2008
            
            CA
      Only10
            
            Gulfshore Insurance
            
            Admiral
      Insurance Co.
            
            commercial liability
            
            CA00001186101
            
            $1
      mil / $2 mil
            
            9/21/2007
            
            9/21/2008
            
            CA
      Only11
            
            Lott & Gaylor
            
            FCCI
      - Ins. Co.
            
            Umbrella
            
            UMB0005093-1
            
            excess
      of primary
            
            4/15/2007
            
            4/15/2008
            
            FL/TN12
            
            Gulfshore Insurance
            
            Mt.
      Hawley Ins. Co.
            
            Umbrella
            
            MXL0365587
            
            $3
      mil excess of underlying
            
            8/10/2007
            
            4/15/2008
            
            All
      States13
            
            Gulfshore Insurance
            
            Travelers Indemnity
      Co.
            
            Auto
            
            BA4547L23A
            
            $1,000,000
            
            6/28/2007
            
            6/28/2008
            
            All
      States/Any Auto14
            
            Lott & Gaylor
            
            American
      Home Assurance Co.
            
            Executive D&O
            
            108-55-03
            
            $2
      mil single limit
            
            6/15/2007
            
            6/15/2008
            
            All
      States





Schedule
      7.18A
            Borrower’s
      Names




NeoGenomics
Laboratories, Inc.


NeoGenomics
Laboratories





Schedule
      7.18B
            Chief
      Executive Offices and Other Places of
Business




Chief Executive
Offices


12701
Commonwealth Drive, Suites 1-9


Fort
Myers, FL 33913





Other Places of
Business


618
Grassmere Park Drive, Suite 20


Nashville,
TN  37211





6 Morgan
Street, Suite 150


Irvine,
CA 92618





9548
Topanga Canyon Blvd.


Chatsworth,
CA  91311





Schedule
      8.8
            Post-Closing
      Matters




Schedule
      9.2
            Permitted
      Indebtedness




All
Capital Leases listed in Schedule 7.15A


8


Schedule
      9.3
            Permitted
      Liens




Purchase
Money on all Equipment financed through the Capital Leases listed on Schedule
7.15A




Schedule
      9.4
            New
      Facilities




[***]





[***]
Information redacted pursuant to a confidential treatment request.  An
unredacted version of this Agreement has been filed separately with the
Securities and Exchange Commission.


9