Exhibit
10.42




November
9, 2009




Mr. Jack
Spitz


951
Longwood Club Place


Longwood,
FL 32750




Dear
Jack,




On behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Vice President of Laboratory
Operations position to you. If the following terms are satisfactory, please
countersign this letter (the “Agreement”) and return a copy to me at your
earliest convenience.




Position:
            Vice
      President (VP) of Laboratory
Operations




Duties:
            As
      VP of Lab Ops, you will report to the President of the Company or such
      other person as may be appointed by the President or CEO and you will be
      responsible for the laboratory’s technical, administrative and financial
      operations of the laboratory. This will include any/all lab sites the
      company has which currently include Ft. Myers, FL (corporate
      headquarters), Nashville, TN and Irvine, CA. In addition you may be
      assigned other duties by the President or CEO, or by the Board’s designee
      in the absence of the President or
CEO.




Start
    Date:
            On
      or before December 7, 2009.




Base
    Salary:
            $210,000/year,
      payable bi-weekly. The parties agree that this salary is for a full-time
      position. Increases in base salary may occur annually at the discretion of
      the President of the Company with the approval of the CEO and the
      Compensation Committee of the Board of
  Directors.




Relocation:
            You
      will be eligible for relocation assistance should you agree to establish a
      residence in the greater Fort Myers area no later than December 1, 2010.
      Please refer to the terms in the attached Relocation
      Agreement.




Bonus:
            Beginning
      with the fiscal year ending December 31, 2010, you will be eligible to
      receive an incentive bonus payment which will be targeted at 30% of your
      Base Salary based on 100% achievement of the goals set forth for you by
      the President or CEO of the Company and approved by the Board of Directors
      for such fiscal year. Such goals will have overall company performance
      targets and individual performance
targets.




Benefits:
            You
      will be entitled to participate in all medical and other benefits that the
      Company has established for its employees in accordance with the Company’s
      policy for such benefits at any given time. Other benefits may include but
      not be limited to: short term and long term disability, dental, a 401K
      plan, a section 125 plan and an employee stock purchase
    plan.




Paid Time
      Off:
            You
      will be eligible for 4 weeks of paid time off (PTO)/year (160 hours),
      which will accrue on a pro-rata basis beginning from your hire date and be
      may carried over from year to year. It is company policy that when your
      accrued PTO balance reaches 160 hours, you will cease accruing PTO until
      your accrued PTO balance is 120 hours or less – at which point you will
      again accrue PTO until you reach 160 hours. You are eligible to use PTO
      after completing 3 months of employment. In addition to paid time off,
      there are also 6 paid national holidays and 1 “floater” day available to
      you.




1


Stock
      Options:
            You
      will be granted stock options to purchase up to 150,000 shares of the
      common stock of the Company’s publicly-traded holding company,
      NeoGenomics, Inc., a Nevada corporation, at an exercise price equivalent
      to the closing price per share at which such stock was quoted on the
      NASDAQ Bulletin Board on the day prior to your Start
      Date.    The grant of such options will be made
      pursuant to the Company’s stock option plan then in effect and will be
      evidenced by a separate Option Agreement, which the Company will execute
      with you within 60 days of receiving a copy of the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement which has
      been executed by you.  So long as you remained employed by the
      Company, such options will have a five-year term from the grant date and
      will vest according to the following
schedule:





Time-Based
Vesting





37,500          
options will vest at the first year anniversary of your Start Date





3,125
            options
      will vest each month beginning on the 13th monthly anniversary of your
      Start Date and continuing on each monthly anniversary thereafter until the
      fourth anniversary of your Start
Date





If for
any reason you resign prior to the time which is 12 months from your Start Date,
you will forgo all such options. Furthermore, you understand that the Company’s
stock option plan requires that any employee who leaves the employment of the
Company will have no more than three (3) months from their termination date to
exercise any vested options.





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





Termination


Without
      Cause:
            If
      the Company terminates you without “Cause” for any reason during the Term
      or any extension thereof, then the Company agrees that as severance it
      will continue to pay you your Base Salary and maintain your employee
      benefits for a period that is equal to six (6) months of your employment
      by the Company, beginning on the date of your termination
      notice.





For
      the purposes of this letter agreement, the Company shall have “Cause” to
      terminate your employment hereunder upon:  (i) failure to
      materially perform and discharge your duties and responsibilities under
      this Agreement (other than any such failure resulting from incapacity due
      to illness) after receiving written notice and allowing you ten (10)
      business days to cure such failures, if so curable, provided, however,
      that after one such notice has been given to you, the Company is no longer
      required to provide time to cure subsequent failures under this provision,
      or (ii) any breach by you of the provisions of this Agreement; or (iii)
      misconduct which, in the opinion and sole discretion of the Company, is
      injurious to the Company; or (iv) any felony conviction involving the
      personal dishonesty or moral turpitude, or (v) engagement in illegal drug
      use or alcohol abuse which prevents you from performing your duties in any
      manner, or (vi) any material misappropriation, embezzlement or conversion
      of the Company’s or any of its subsidiary’s or affiliate’s property or
      business opportunities by you; or (vii) willful misconduct by you in
      respect of your duties or obligations under this Agreement and/or the
      Confidentiality, Non-Solicitation, and Non-competition
      Agreement.





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




2


Confidentiality,


Non-Compete,
&


Work
      +Products:
            You
      agree that prior to your Start Date, you will execute the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement attached
      to this letter as Exhibit 1.  You understand that if you should
      fail to execute such Confidentiality, Non-Competition and Non-Solicitation
      Agreement in the agreed-upon form, it will be grounds for revoking this
      offer and not hiring you.  You understand and acknowledge that
      this Agreement shall be read in pari materia with
      the Confidentiality, Non-Competition and Non-Solicitation Agreement and is
      part of this Agreement.





Executive’s


Representations:
            You
      understand and acknowledge that this position is an officer level position
      within NeoGenomics.  You represent and warrant, to the best of
      your knowledge, that nothing in your past legal and/or work experiences,
      which if became broadly known in the marketplace, would impair your
      ability to serve as an officer of a public company or materially damage
      your credibility with public shareholders.  You further
      represent and warrant, to the best of your knowledge, that, prior to
      accepting this offer of employment, you have disclosed all material
      information about your past legal and work experiences that would be
      required to be disclosed on a Directors’ and Officers’ questionnaire for
      the purpose of determining what disclosures, if any, will need to be made
      with the SEC.  Prior to the Company’s next public filing, you
      also agree to fill out a Director’s and Officer’s questionnaire in form
      and substance satisfactory to the Company’s counsel.   You
      further represent and warrant, to the best of your knowledge, that you are
      currently not obligated under any form of non-competition or
      non-solicitation agreement which would preclude you from serving in the
      position indicated above for NeoGenomics or soliciting business
      relationships for any laboratory services from any potential customers in
      the United States.





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





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





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





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





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





(vi)
              Within
      three days of your start date, you will need to provide
      documentation   verifying your legal right to work in the
      United States.  Please understand that this offer of employment
      is contingent upon your ability to comply with the employment verification
      requirements under federal laws and that we cannot begin payroll until
      this requirement has been
meet.


3


(vii)
              Employment
      with NeoGenomics is an “at-will” relationship and not guaranteed for any
      term.  You or the Company may terminate employment at anytime
      for any reason.





Jack, I
know that with your help we can build a world-class laboratory with a national
footprint and a team focused on the highest quality standards.  I am
looking forward to working with you as we drive NeoGenomics to new
heights.  Welcome aboard!





Sincerely,





/s/
Robert Gasparini





Robert
Gasparini, M.S., CLSp (CG), CLDir


President
and Chief Scientific Officer





Agreed
and Accepted:




By:
              /s/ Jack Spitz
              Date:  11/10/2009




4




EXHBIT
1




CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETE AGREEMENT




This
Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”)
dated this 9th day of November, 2009 is entered into by and between Jack Spitz
(“Employee”)
and NeoGenomics, Laboratories Inc., a Florida corporation (“Employer”
and collectively with NeoGenomics, Inc., a Nevada corporation (the “Parent
Company”) and any entity that is wholly or partially owned by the
Employer or the Parent Company or otherwise affiliated with the Parent Company,
the “Company”).  Hereinafter,
each of the Employee or the Company maybe referred to as a “Party”
and together be referred to as the “Parties”.




RECITALS:




WHEREAS, the Parties have
entered into that certain letter agreement, dated November 9, 2009, that creates
an employment relationship between the Employer and Employee (the “Employment
Agreement”); and




WHEREAS, pursuant to the
Employment Agreement, the Employee agreed to enter into the Company’s
Confidentiality, Non-Solicitation and Non-Compete Agreement; and




WHEREAS, the Company desires
to protect and preserve its Confidential Information and its legitimate business
interests by having the Employee enter into this Agreement as part of the
Employment Agreement; and




WHEREAS, the Employee desires
to establish and maintain an employment relationship with the Company and as
part of such employment relationship desires to enter into this Agreement with
the Company; and




WHEREAS, the Employee
acknowledges that the terms of the Employment Agreement including, but not
limited to the Company’s commitments to the Employee with respect to base
salary, fringe benefits and stock options are sufficient consideration to the
Employee for the entry into this Agreement.




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




1.           Term.Employee agree(s) that
the term of this agreement is effective upon the Employee’s first day of
employment with the Company and shall survive and continue to be in force and
effect for two years following the termination of any employment relationship
between the Parties (“Term”),
whether termination is by the Company with or without cause, wrongful discharge,
or for any other reason whatsoever, or by the Employee unless an exception is
specifically provided in certain situations in any such Restrictive
Covenants.




5


2.           Definitions.




a.           The
term “Confidential
Information” as used herein shall include all business practices,
methods, techniques, or processes that:  (i) derives independent
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its
secrecy.  Confidential Information also includes, but is not limited
to, files, letters, memoranda, reports, records, computer disks or other
computer storage medium, data, models or any photographic or other tangible
materials containing such information, Customer lists and names and other
information, Customer contracts, other corporate contracts, computer programs,
proprietary technical information and or strategies, sales, promotional or
marketing plans or strategies, programs, techniques, practices, any expansion
plans (including existing and entry into new geographic and/or product markets),
pricing information, product or service offering specifications or plans
thereof, business plans, financial information and other financial plans, data
pertaining to the Company’s operating performance, employee lists, salary
information, training manuals, and other materials and business information of a
similar nature, including information about the Company itself or any affiliated
entity, which Employee acknowledges and agrees has been compiled by the
Company's expenditure of a great amount of time, money and effort, and that
contains detailed information that could not be created independently from
public sources.  Further, all data, spreadsheets, reports, records,
know-how, verbal communication, proprietary and technical information and/or
other confidential materials of similar kind transmitted by the Company to
Employee or developed by the Employee on behalf of the Company as Work Product
(as defined in Paragraph 7) are expressly included within the definition of
“Confidential Information.”  The Parties further agree that the fact
the Company may be seeking to complete a business transaction is “Confidential
Information” within the meaning of this Agreement, as well as all notes,
analysis, work product or other material derived from Confidential
Information.Nevertheless,
Confidential Information shall not include any information of any kind which (1)
is in the possession of the Employee prior to the date of this Agreement, as
shown by the Employee’s files and records, or (2) prior or after the time of
disclosure becomes part of the public knowledge or literature, not as a result
of any violation of this Agreement or inaction or action of the receiving party,
or (3) is rightfully received from a third party without any obligation of
confidentiality; or (4) independently developed after termination without
reference to the Confidential Information or materials based thereon; or (5) is
disclosed pursuant to the order or requirement of a court, administrative
agency, or other government body; or (6) is approved for release by the
non-disclosing party.




b.           The
term “Customer”
shall mean any person or entity which has purchased or ordered goods, products
or services from the Company and/or entered into any contract for products or
services with the Company within the one (1) year immediately preceding the
termination of the Employee’s employment with the Company.




c.           
The term “Prospective
Customer” shall mean any person or entity which has evidenced an
intention to order products or services with the Company within one year
immediately preceding the termination of the Employee’s employment with the
Company.




d.           The
term “Restricted
Area” shall include any geographical location anywhere in the United
States.  If the Restricted Area specified in this Agreement should be
judged unreasonable in any proceeding, then the period of Restricted Area shall
be reduced so that the restrictions may be enforced as is judged to be
reasonable.




e.           The
phrase “directly
or indirectly” shall include the Employee either on his/her own account,
or as a partner, owner, promoter, joint venturer, employee, agent, consultant,
advisor, manager, executive, independent contractor, officer, director, or a
stockholder of 5% or more of the voting shares of an entity in the Business of
Company.




f.           The
term “Business”
shall mean the business of providing non-academic, for-profit cancer genetic and
molecular laboratory testing services, including, but not limited to,
cytogenetics, flow cytometry, fluorescence in-situ hybridization (“FISH”),
morphological studies, and molecular testing, to hematologists, oncologists,
urologists, pathologists, hospitals and other medical reference
laboratories.




6


3.           Duty of
Confidentiality.




a.           All
Confidential Information is considered highly sensitive and strictly
confidential. The Employee agrees that at all times during the term of this
Agreement and after the termination of employment with the Company for as long
as such information remains non-public information, the Employee shall (i) hold
in confidence and refrain from disclosing to any other party all Confidential
Information, whether written or oral, tangible or intangible, concerning the
Company and its business and operations unless such disclosure is accompanied by
a non-disclosure agreement executed by the Company with the party to whom such
Confidential Information is provided, (ii) use the Confidential Information
solely in connection with his or her employment with the Company and for no
other purpose, (iii) take all reasonable precautions necessary to ensure that
the Confidential Information shall not be, or be permitted to be, shown, copied
or disclosed to third parties, without the prior written consent of the Company,
(iv) observe all security policies implemented by the Company from time to time
with respect to the Confidential Information, and (v) not use or disclose,
directly or indirectly, as an individual or as a partner, joint venturer,
employee, agent, salesman, contractor, officer, director or otherwise, for the
benefit of himself or herself or any other person, partnership, firm,
corporation, association or other legal entity, any Confidential Information,
unless expressly permitted by this Agreement.  Employee agrees that
protection of the Company’s Confidential Information constitutes a legitimate
business interest justifying the restrictive covenants contained
herein.  Employee further agrees that the restrictive covenants
contained herein are reasonably necessary to protect the Company’s legitimate
business interest in preserving its Confidential Information.




b.           In
the event that the Employee is ordered to disclose any Confidential Information,
whether in a legal or regulatory proceeding or otherwise, the Employee shall
provide the Company with prompt notice of such request or order so that the
Company may seek to prevent disclosure.




c.           Employee
acknowledge(s) that this "Confidential Information" is of value to the Company
by providing it with a competitive advantage over their competitors, is not
generally known to competitors of the Company, and is not intended by the
Company for general dissemination.  Employee acknowledges that this
"Confidential Information" derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and is the subject of reasonable efforts to maintain
its secrecy.  Therefore, the Parties agree that all "Confidential
Information" under this Agreement constitutes “Trade
Secrets” under Section 688.002 and Chapter 812 of the Florida
Statutes.




4.           Limited
Right of Disclosure.Except as
otherwise permitted by this Agreement, Employee shall limit disclosure of
pertinent Confidential Information to Employee’s attorney, if any (“Representative(s)”),
for the sole purpose of evaluating Employee’s relationship with the
Company.  Paragraph 3 of this Agreement shall bind all such
Representative(s).




5.           Return of
Company Property and Confidential Materials.All
tangible property, including cell phones, laptop computers and other Company
purchased property, as well as all Confidential Information provided to Employee
is the exclusive property of the Company and must be returned to the Company in
accordance with the instructions of the Company either upon termination of the
Employee’s employment or at such other time as is reasonably requested by the
Company.  Employee agree(s) that upon termination of employment for
any reason whatsoever Employee shall return all copies, in whatever form,
including hard copies and computer disks, of Confidential Information to the
Company, and Employee shall delete any copy of the Confidential Information on
any computer file or database maintained by Employee and shall certify in
writing that he/she has done so.  In addition to returning all
Confidential Information to the Company as described above, Employee will
destroy any analysis, notes, work product or other materials relating to or
derived from the Confidential Information.  Any retention of
Confidential Information may constitute “civil theft” as such term is defined in
Chapter 772 of the Florida Statutes.




6.           Agreement
Not To Circumvent.Employee agrees
not to pursue any transaction or business relationship that is directly
competitive to the Business of the Company that makes use of any Confidential
Information during the Term of this Agreement, other than through the Company or
on behalf of the Company.  It is further understood and agreed that,
after the Employee’s employment with the Company has been terminated, the
Employee will direct all communications and requests from any third parties
regarding Confidential Information or Business opportunities which use
Confidential Information through the Company’s then chief executive officer or
president.  Employee acknowledges that any violation of this covenant
may subject Employee to the remedies identified in Paragraph 9 in addition to
any other available remedies.




7


7.           Title to
Work Product.Employee
agrees that all work products (including strategies and testing methodologies
for competing in the genetics testing industry, technical materials and
diagrams, computer programs, financial plans and other written materials,
websites, presentation materials, course materials, advertising campaigns,
slogans, videos, pictures and other materials) created or developed by the
Employee for the Company during the term of the Employee’s employment with the
Company or any successor to the Company until the date of termination of the
Employee (collectively, the “Work
Product”), shall be considered a work made for hire and that the Company
shall be the sole owner of all rights, including copyright, in and to the Work
Product.




If the Work Product, or any part
thereof, does not qualify as a work made for hire, the Employee agrees to
assign, and hereby assigns, to the Company for the full term of the copyright
and all extensions thereof all of its right, title and interest in and to the
Work Product.  All discoveries, inventions, innovations, works of
authorship, computer programs, improvements and ideas, whether or not patentable
or copyrightable or otherwise protectable, conceived, completed, reduced to
practice or otherwise produced by the Employee in the course of his or her
services to the Company in connection with or in any way relating to the
Business of the Company or capable of being used or adapted for use therein or
in connection therewith shall forthwith be disclosed to the Company and shall
belong to and be the absolute property of the Company unless assigned by the
Company to another entity.





Employee hereby assigns to the
Company all right, title and interest in all of the discoveries, inventions,
innovations, works of authorship, computer programs, improvements, ideas and
other work product; all copyrights, trade secrets, and trademarks in the same;
and all patent applications filed and patents granted worldwide on any of the
same for any work previously completed on behalf of the Company or work
performed under the terms of this Agreement or the Employment
Agreement.  Employee, if and whenever required to do so (whether
during or after the termination of his or her employment), shall at the expense
of the Company apply or join in applying for copyrights, patents or trademarks
or other equivalent protection in the United States or in other parts of the
world for any such discovery, invention, innovation, work of authorship,
computer program, improvement, and idea as aforesaid and execute, deliver and
perform all instruments and things necessary for vesting such patents,
trademarks, copyrights or equivalent protections when obtained and all right,
title and interest to and in the same in the Company absolutely and as sole
beneficial owner, unless assigned by the Company to another
entity.  Notwithstanding the foregoing, work product conceived by the
Employee, which is not related to the Business of the Company, will remain the
property of the Employee.




8.           Restrictive
Covenant.   The Company
and its affiliated entities are engaged in the Business of providing genetic and
molecular testing services.  The covenants contained in this Paragraph
8 (the “Restrictive
Covenants”) are given and made by Employee to induce the Company to
employ Employee under the terms of the Employment Agreement, and Employee
acknowledges sufficiency of consideration for these Restrictive
Covenants.  Employee expressly covenants and agrees that, during his
or her employment and for a period of two (2) years following termination of
such employment (such period of time is hereinafter referred to as the "Restrictive
Period"), he/she will abide by the following restrictive covenants unless
an exception is specifically provided in certain situations in such Restrictive
Covenants.




a.
            Non-Solicitation.   Employee
      agrees and acknowledges that, during the Restrictive Period, he/she will
      not, directly or indirectly, in one or a series of transactions, as an
      individual or as a partner, joint venturer, employee, agent, salesperson,
      contractor, officer, director or otherwise, for the benefit of himself or
      herself or any other person, partnership, firm, corporation, association
      or other legal entity:




(i)
            solicit
      or induce any Customer or Prospective Customer of the Company to patronize
      or do business with any other company (or business) that is in the
      Business conducted by the Company in any market in which the Company does
      Business; or




8


(ii)
            request
      or advise any Customer or vendor, or any Prospective Customer or
      prospective vendor, of the Company, who was a Customer, Prospective
      Customer, vendor or prospective vendor within one year immediately
      preceding the termination of the Employee’s employment with the Company,
      to withdraw, curtail, cancel or refrain from doing Business with the
      Company in any capacity; or




(iii)
            recruit,
      solicit or otherwise induce any proprietor, partner, stockholder, lender,
      director, officer, employee, sales agent, joint venturer, investor,
      lessor, supplier, Customer, agent, representative or any other person
      which has a business relationship with the Company or any Affiliated
      Entity to discontinue, reduce or detrimentally modify such employment,
      agency or business relationship with the Company;
  or




iv)
            employ
      or solicit for employment any person or agent who is then (or was at any
      time within twelve (12) months prior to the date Employee or such entity
      seeks to employ such person) employed or retained by the
      Company.  Notwithstanding the foregoing, to the extent the
      Employee works for a larger firm or corporation after his termination from
      the Company and he does not have any personal knowledge and/or control
      over the solicitation of or the employment of a Company employee or agent,
      then this provision shall not be
enforceable.




b.
            Non-Competition.   Employee
      agrees and acknowledges that, during the Restrictive Period, he will not,
      directly or indirectly, for himself , or on behalf of others, as an
      individual on Employee's own account, or as a partner, joint venturer,
      employee, agent, salesman, contractor, officer, director or otherwise, for
      himself  or any other person, partnership, firm, corporation,
      association or other legal entity enter into, engage in or accept
      employment from any business that is in the Business of the Company in the
      Restricted Area during his last twelve months of employment. The parties
      agree that this non-competition provision is intended to cover situations
      where a future business opportunity in which the Employee is engaged or a
      future employer of the Employee is selling the same or similar products
      and services in the Business which may compete with the Company’s products
      and services to Customers and Prospective Customers of the Company in the
      Restricted Area.  This provision shall not cover future business
      opportunities or employers of the Employee that sell different types of
      products or services in the Restricted Area so long as such future
      business opportunities or employers are not in the Business of the
      Company.




Notwithstanding
the foregoing, however, it is understood and agreed by the Company and the
Employee that in the event of a termination of the Employee by the Company
without “Cause” (as such term in defined in the Employment Agreement), the
provisions of the Non-Competition covenant outlined in the preceding paragraph
8(b) shall not be deemed valid or enforceable hereunder.  The Employee
specifically acknowledges that any termination by the Company for “Cause” or any
termination by resignation of the Employee shall result in the Non-competition
covenant described in paragraph 8(b) remaining valid and enforceable
hereunder.




Notwithstanding
the preceding paragraphs, the spirit and intent of this non-competition clause
is not to deny the Employee the ability to support his or her family, but rather
to prevent the Employee from using the knowledge and experiences obtained from
the Company in a similar competitive environment.  Along those lines,
should the Employee leave the employment of the Employer for any reason, he or
she would be prohibited from joining a for-profit cancer testing genetics
laboratory and/or competing against the Company in the same market
place.  The Parties agree that the phrase “in any business that is in
competition with the business of the Company” in the preceding paragraph 8(b)
specifically excludes all non-profit medical testing laboratories, hospitals and
academic institutions as well as for-profit prenatal and
pediatric/constitutional genetic testing laboratories.  In other
words, the Employee would be allowed under this non-compete clause to work in a
private, for-profit prenatal laboratory or pediatric/constitutional genetics
testing laboratory as well as any non-profit cancer genetics testing
laboratory.  Thus, the spirit and intent of this non-competition
clause is intended to prevent the Employee from acting in any of the capacities
outlined in this paragraph for any “for-profit” cancer genetics testing
laboratory only that do the type of any one or more of the types of testing
defined in the definition of Business.




9


c.
            Acknowledgements of
      Employee.




(i)
            The
      Employee understands and acknowledges that any violation of the
      Restrictive Covenants shall constitute a material breach of this Agreement
      and the Employment Agreement, and it may cause irreparable harm and loss
      to the Company for which monetary damages will be an insufficient
      remedy.  Therefore, the Parties agree that in addition to any
      other remedy available, the Company will be entitled to the relief
      identified in Paragraph No. 9
below.




(ii)
            The
      Restrictive Covenants shall be construed as agreements independent of any
      other provision in this Agreement and the existence of any claim or cause
      of action of Employee against the Company shall not constitute a defense
      to the enforcement of these Restrictive
  Covenants.




(iii)
            Employee
      agrees that the Restrictive Covenants are reasonably necessary to protect
      the legitimate business interests of the
  Company.




(iv)
            Employee
      agrees that the Restrictive Covenants may be enforced by the Company’s
      successor in interest by way of merger, business combination or
      consolidation where a majority of the surviving entity is not owned by
      Company’s shareholders who owned a majority of the Company’s voting shares
      prior to such transaction and Employee acknowledges and agrees that
      successors are intended beneficiaries of this
  Agreement.




(v)
            Employee
      agrees that if any portion of the Restrictive Covenants is held by a court
      of competent jurisdiction to be unreasonable, arbitrary or against public
      policy for any reason, such shall be divisible as to time, geographic area
      and line of business and shall be enforceable as to a reasonable time,
      area and line of business.




(vi)
            Employee
      acknowledges that any violations of the Restrictive Covenants, in any
      capacity identified herein, may be a material breach of this Agreement and
      may subject the Employee, and/or any individual(s), partnership,
      corporation, joint venture or other type of business with whom the
      Employee is then affiliated or employed, to monetary and other
      damages.




(vii)
            Employee
      agrees that any failure of the Company to enforce the Restrictive
      Covenants against any other employee, for any reason, shall not constitute
      a defense to enforcement of the Restrictive Covenants against the
      Employee.




9.           Specific
Performance; Injunction.The Parties
agree and acknowledge that the restrictions contained in Paragraphs 1-8 are
reasonable in scope and duration and are necessary to protect the
Company.  If any provision of Paragraphs 1-8 as applied to any party
or to any circumstance is judged by a court to be invalid or unenforceable, the
same shall in no way affect any other circumstance or the validity or
enforceability of any other provision of this Agreement.  If any such
provision, or any part thereof, is held to be unenforceable because of the
duration of such provision or the area covered thereby, the court making such
determination shall have the power to reduce the duration and/or area of such
provision, and/or to delete specific words or phrases, and in its reduced form,
such provision shall then be enforceable and shall be enforced.




10


Any
unauthorized use or disclosure of Confidential Information in violation of
Paragraphs 2-7 above or violation of the Restrictive Covenant in Paragraph 8
shall constitute a material breach of this Agreement and will cause irreparable
harm and loss to the Company for which monetary damages may be an insufficient
remedy.  Therefore, in addition to any other remedy available, the
Company will be entitled to all of the civil remedies provided by Florida
Statutes, including:




a.
            Temporary
      and permanent injunctive relief, without the necessity of posting a bond,
      restraining Employee or Representatives and any other person, partnership,
      firm, corporation, association or other legal entity acting in concert
      with Employee from any actual or threatened unauthorized disclosure or use
      of Confidential Information, in whole or in part, or from rendering any
      service to any other person, partnership, firm, corporation, association
      or other legal entity to whom such Confidential Information in whole or in
      part, has been disclosed or used or is threatened to be disclosed or used;
      and




b.
            Temporary
      and permanent injunctive relief, without the necessity of posting a bond,
      restraining the Employee from violating, directly or indirectly, the
      restrictions of the Restrictive Covenant in any capacity identified in
      Paragraph 8, supra, and restricting third parties from aiding and abetting
      any violations of the Restrictive Covenant;
and




c.
            Compensatory
      damages, including actual loss from misappropriation and unjust
      enrichment.




Notwithstanding
the foregoing, the Company acknowledges and agrees that the Employee will not be
liable for the payment of any damages or fees owed to the Company through the
operation of Paragraphs 9c above, unless and until a court of competent
jurisdiction has determined conclusively that the Company or any successor is
entitled to such recovery.




Nothing
in this Agreement shall be construed as prohibiting the Company from pursuing
any other legal or equitable remedies available to it for actual or threatened
breach of the provisions of Paragraphs 1 – 8 of this Agreement, and the
existence of any claim or cause of action by Employee against the Company shall
not constitute a defense to the enforcement by the Company of any of the
provisions of this Agreement.  The Company and its Affiliated Entities
have fully performed all obligations entitling it to the covenants of Paragraphs
1 – 8 of this Agreement and therefore such prohibitions are not executory or
otherwise subject to rejection under the bankruptcy code.




10.           Governing
Law, Venue and Personal Jurisdiction.This
Agreement shall be governed by, construed and enforced in accordance with the
laws of state of Florida without regard to any statutory or common-law provision
pertaining to conflicts of laws.  The parties agree that courts of
competent jurisdiction in Lee County, Florida and the United States District
Court for the Southern District of Florida shall have concurrent jurisdiction
for purposes of entering temporary, preliminary and permanent injunctive relief
and with regard to any action arising out of any breach or alleged breach of
this Agreement.  Employee waives personal service of any and all
process upon Employee and consents that all such service of process may be made
by certified or registered mail directed to Employee at the address stated in
the signature section of this Agreement, with service so made deemed to be
completed upon actual receipt thereof.  Employee waives any objection
to jurisdiction and venue of any action instituted against Employee as provided
herein and agrees not to assert any defense based on lack of jurisdiction or
venue.




11.           Successors
and Assigns.This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and may not be assigned by Employee. This Agreement shall inure to the benefit
of Company’s s successors.




11


12.           Entire
Agreement.This
Agreement is the entire agreement of the Parties with regard to the matters
addressed herein, and supersedes all prior negotiations, preliminary agreements,
and all prior and contemporaneous discussions and understandings of the
signatories in connection with the subject matter of this Agreement, except
however, that this Agreement shall be read in pari materia with the
Employment Agreement executed by Employee.  This Agreement may be
modified only by written instrument signed by the Company and
Employee.




13.           Severability.In case any
one or more provisions contained in this Agreement shall, for any reason, be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and
this Agreement shall be construed as if such invalid, illegal were unenforceable
provision had not been contained herein.




14.           Waiver.The waiver by the
Company of a breach or threatened breach of this Agreement by Employee cannot be
construed as a waiver of any subsequent breach by Employee unless such waiver so
provides by its terms.  The refusal or failure of the Company to
enforce any specific restrictive covenant in this Agreement against Employee, or
any other person for any reason, shall not constitute a defense to the
enforcement by the Company of any other restrictive covenant provision set forth
in this Agreement.




15. Consideration.Employee
expressly acknowledges and agrees that the execution by the Company of the
Employment Agreement with the Employee constitutes full, adequate and sufficient
consideration to Employee for the covenants of Employee under this
Agreement.




16. Notices .   All
notices required by this Agreement shall be in writing, shall be personally
delivered or sent by U.S. Registered or Certified Mail, return receipt
requested, and shall be addressed to the signatories at the addresses shown on
the signature page of this Agreement.




17. Acknowledgements.Employee
acknowledge(s) that he  has reviewed this Agreement prior to signing
it, that he  knows and understands the contents, purposes and effect
of this Agreement, and that he  has been given a signed copy of this
Agreement for his  records. Employee further acknowledges and agrees
that he  has entered into this Agreement freely, without any duress or
coercion.




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




12


IN
WITNESS WHEREOF, THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY READ THIS
AGREEMENT AND KNOW AND UNDERSTAND THE CONTENTS THEREOF AND THAT THEY AGREE TO BE
BOUND AND ABIDE BY THE REPRESENTATIONS, COVENANTS, PROMISES AND WARRANTIES
CONTAINED HEREIN.




By:
                /s/ Jack Spitz
                11/10/2009Employee
      Signature
                Date




Employee
      Name:
              Jack SpitzEmployee Address:
              c/o NeoGenomics
  Laboratories12701 Commonwealth Drive Suite
      9Fort Myers, FL
  33913




NeoGenomics,
Inc.




12701
Commonwealth Drive, Suite #9




Fort
Myers, FL 33913




By:
              /s/ Robert Gasparini
              Date:
      11/10/2009Name:
              Robert GaspariniTitle:
              President




13




Exhibit
2





RELOCATION
AGREEMENT




Jack
Spitz




Vice
President of Laboratory Operations




NeoGenomics
Laboratories (the “Company”) acknowledges that you will incur certain relocation
expenses as a result of accepting employment with us.  We consider the
reimbursement of these expenses to be related to the employer-employee
relationship that we are attempting to establish and that these are items that
we shareas the
relationship is established.





NeoGenomics
agrees to reimburse you for up to $30,000 in the aggregate (the “Relocation Cap”) for
commuting, temporary housing and permanent relocation expenses.  This
assistance will be comprised of two parts: (i) reimbursement for commuting,
temporary housing and other related transition expenses (the “Temporary Commuting
Allowance”), and (ii) reimbursement for permanent relocation expenses
that are identified by the Internal Revenue Service (“IRS”) as “deductible
moving expenses” (the “Permanent Relocation
Assistance”).




You may
use up to $25,000 of the Relocation Cap for the Temporary Commuting Allowance;
provided, however, the Company agrees that if your home in Longwood, FL does not
sell by August 31, 2010, the Relocation Cap shall be increased to $35,000 and
you may use up to $30,000 of the Relocation Cap for the Temporary Commuting
Allowance.  Expenses reimbursable under the Temporary Commuting
Allowance include pre-move travel (between Longwood, FL and Fort Myers, FL),
related lodging and meal expenses, and other related transition expenses,
incurred in accordance with the Company’s applicable policies in effect from
time to time.




All such
payments made by the Company as part of your Temporary Commuting Allowance shall
be subject to withholding for federal, state or local taxes as the Company
reasonably may determine.  However, you should consult with your own
tax advisor to determine what payments (or reimbursements), if any, may be tax
deductible to you.




The
dollar amount of Permanent Relocation Assistance available to you is the
difference between the Relocation Cap and any payments made to you (or on your
behalf) under the Temporary Commuting Allowance.  The Permanent
Relocation Assistance is available to you for your permanent move to Fort Myers,
Florida, which will need to occur on or prior to December 1,
2010.   Any relocation expenses incurred by you (or on your
behalf) occurring after December 1, 2010 will not be reimbursable by the Company
unless otherwise mutually agreed upon in writing by you and the President or CEO
of the Company.  The Company will require two (2) quotes from vendors
prior to payment for moving expenses.




The
Permanent Relocation Assistance payments will not be taxable to you to the
extent the expenses are identified by the IRS as “deductible moving expenses,”
and, accordingly, reimbursable expenses shall be limited to: (i) moving your
household goods and personal effects, and (ii) travel (including lodging, but
not meals) to your new home.




All
claims for reimbursable expenses, together with proper receipts and supporting
documentation, must be submitted to the Company within 45 days following the
date(s) the expenses are incurred.  Thereafter, reimbursement by the
Company will be made in accordance with the Company’s normal payroll practices
no later than 45 days following the timely submission of applicable
claims.




14


I, Jack
Spitz, agree to provide proper receipts and documentation in a form acceptable
to the Company in order to receive reimbursement from the Company, and I
understand that failure to do so in accordance with the requirements set forth
herein (including, but not limited to, timely submission) will jeopardize my
rights to any reimbursements under this Agreement.




I further
agree that:




(a)
            I
      will reimburse NeoGenomics all Permanent Relocation Assistance and
      Temporary Commuting Allowance payments paid on my behalf directly to
      vendors or to me by NeoGenomics should I resign my employment for any
      reason with NeoGenomics Laboratories according to the below listed
      schedule.  Reimbursement will not be required should NeoGenomics
      initiate the separation of
employment.




Reimbursement
will be based on the following schedule:




1)
            100
      % reimbursement if resignation occurs within a 14 month time period from
      the start of employment or within six months after my permanent relocation
      to Fort Myers, Fl.


2)
            50%
      reimbursement if resignation occurs within 6 months to 12 months after my
      permanent relocation to Fort Myers,
FL.




(b)
            Any
      reimbursements paid to me in error will be returned to the Company within
      60 days of (i) the date the expense was incurred, or (ii) becoming aware
      of the existence of an
  erroneous  reimbursement.




(c)
            My
      final paycheck for any wages and/or accrued paid time-off will be reduced,
      to the extent allowable by law, in the amount of any monies I owe to the
      Company pursuant to the terms of this Agreement.  If the amount
      of my final paycheck is insufficient to cover all the monies I owe to the
      Company hereunder, the Company may pursue any and all remedies available
      under the law.




This
agreement will be governed by the laws of the State of Florida.




Agreed
and Accepted:




By:
                          /s/
      Jack Spitz
                          Date
                          11/10/2009Jack
      Spitz




NEOGENOMICS
      LABORATORIESBy:
              /s/ Robert GaspariniName:
              Robert GaspariniTitle:
              President




15