Execution
Copy





EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (“ Agreement ”) is made
this 24th day of June, 2008 by and between NeoGenomics, Inc. a Nevada
corporation  ("
Employer " and
collectively with any entity that is wholly or partially owned by the Employer,
the “ Company
”), 12701 Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and Jerome J.
Dvonch (“ Employee ”), an
individual who resides at 11169 Lakeland Circle, Fort Myers, FL 33913, and is
effective as of the date set forth below.





RECITALS:





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





WHEREAS , The Employee has
been employed by the Employer for the last three years and the parties desire to
renew the Employee’s employment contract, and the Employee is willing to
continue to be employed by the Employer, and the Employer is willing to continue
to employ the Employee, in accordance with the terms, covenants, and conditions
as set forth in this Agreement.





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





1.   Employment
Period . Subject to the terms and conditions set forth herein and unless
sooner terminated as hereinafter provided, Company shall employ Employee and
Employee agrees to serve as an employee of Company for a four-year period,
beginning on July 1, 2008 (the “ Effective Date ”) to
and including the 4 th
anniversary of the Effective Date (the “ Initial Employment
Term ”), and after the Initial Employment Term, the Agreement shall
automatically renew for consecutive one year periods (“ renewal term ”),
unless a written notice of a party’s intention to terminate this Agreement at
the expiration of the Initial Employment Term (or any renewal term) is delivered
by either party at least one (1) month prior to the expiration of the Initial
Employment Term or any renewal term, as applicable. For purposes of this
Agreement, the Initial Employment Term and any renewal term thereof are
collectively referred to herein as the “ Employment Period ”
or the “ Term
”. This Agreement shall supersede all previous agreements between the Employer
and the Employee and shall take priority over all previous agreements relating
to the subject matter of this Agreement, provided, however, that all
prohibitions against Employee misappropriating or misusing confidential
information, trade secrets and soliciting clients of Employer and/or competing
with Employer after termination shall continue to be enforceable back to the
original date of execution of such other agreements.





2.  
Employment
and Duties. The Employer shall employ the Employee as an employee at
will, as such term is construed under Florida law in the capacity of Director of
Finance and Principle Accounting Officer. The Employee accepts this employment,
subject to the general supervision of and pursuant to the orders and direction
of the Employer. The Employee shall perform such duties as are customarily
performed by one holding such positions in the same or similar businesses or
enterprises as that engaged in by the Employer. The Employee shall also render
such other and unrelated services and duties as the Employer may assign from
time to time. The Employee will report to the Company’s Chief Financial Officer
and if there is no Chief Financial Officer, then to the Chief Executive Officer,
and if there is not Chief Executive Officer, then to the President.





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





a.
            Base
      Salary. Unless
      otherwise adjusted by the Employee’s supervisor or the Compensation
      Committee of the Board of Directors of the Company (the “Board”),
      beginning on the Effective Date, Employee shall be paid a base salary by
      Employer equating to $150,000 per annum. Such Base Salary will be paid at
      such times as is consistent with normal Company policy. Employee
      understands that he will not be eligible for a further increase in Base
      Salary until 24 months from the Effective
  Date.





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


c.
            Benefits. Employee will be entitled to
      participate in and the Company shall pay for all medical and other
      benefits that the Company has established for employees of the Company,
      including, but not limited to one hundred percent (100%) of any health
      insurance premium for the Employee in accordance with the Company’s policy
      for such reimbursement as well as any other benefits established for
      officers of the Company by the Board of Directors. All benefits that may
      be payable by the Company are identified in the Employee Handbook and are
      subject to change without notice or
  explanation.





d.
            Stock
      Options. On the
      Effective Date, the Employee will be granted an option to purchase 100,000
      shares of the Company’s common stock (the “Options”) on the terms and conditions
      listed below. Such Options will have a strike price of $1.01/share and the
      vesting and other terms of such Options shall be as outlined
      below.





1.)
  Time-based
Options - 48,000 of such options will be time-based options and will vest
1,000 options per month on the last day of each month over the  four years
of the Initial Employment Term.





2.)
  Performance-based
Options - 52,000 of such options will be performance-based options and
will vest according to the schedule outlined below. Employee understands and
acknowledges that if the performance metrics for any given year are not met,
then such options shall be forfeited and may not be rolled into successive
years.





Vesting of Performance-Based
Options




6,500
            if the Company achieves the
      consolidated revenue goal for FY 2008 outlined by the Board of Directors
      as part of the Company’s FY 2008 budget after excluding the effects of any
      Revenue Exclusions for such fiscal year and
  ;


6,500
            if the Company achieves the
      consolidated net income goal for FY 2008 outlined by the Board of
      Directors as part of the Company’s FY 2008 budget after excluding the
      effects of any Net Income Exclusions for such fiscal year
      ;


6,500
            if the Company achieves the
      consolidated revenue goal for FY 2009 outlined by the Board of Directors
      as part of the Company’s FY 2009 budget after excluding the effects of any
      Revenue Exclusions for such fiscal year and
  ;




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6,500
            if the Company achieves the
      consolidated net income goal for FY 2009 outlined by the Board of
      Directors as part of the Company’s FY 2009 budget after excluding the
      effects of any Net Income Exclusions for such fiscal year
      ;


6,500
            if the Company achieves the
      consolidated revenue goal for FY 2010 outlined by the Board of Directors
      as part of the Company’s FY 2010 budget after excluding the effects of any
      Revenue Exclusions for such fiscal year and
  ;


6,500
            if the Company achieves the
      consolidated net income goal for FY 2010 outlined by the Board of
      Directors as part of the Company’s FY 2010 budget after excluding the
      effects of any Net Income Exclusions for such fiscal year
      ;


6,500
            if the Company achieves the
      consolidated revenue goal for FY 2011 outlined by the Board of Directors
      as part of the Company’s FY 2011 budget after excluding the effects of any
      Revenue Exclusions for such fiscal year
  and;


6,500
            if the Company achieves the
      consolidated net income goal for FY 2011 outlined by the Board of
      Directors as part of the Company’s FY 2011 budget after excluding the
      effects of any Net Income Exclusions for such fiscal year
      ;





All
Options awarded pursuant to this paragraph will be Incentive Stock Options
(ISOs) to the extent allowable under current SEC and IRS guidelines, and that
the remainder, if any, will be in the form of non-qualified stock options. The
grant of these time-based options will be made pursuant to the Company Stock
Option Plan and will be evidenced by a separate Option Agreement, which the
Company will execute within sixty (60) days of the date of this Agreement,
provided that it has received an executed copy of the Company’s Confidentiality,
Non-Competition and Non-Solicitation Agreement from the Employee. So long as the
Employee remains employed by the Company, such time-based options will have a
seven-year term with which to be exercised from the grant date. The Employee
understands that upon termination of his employment, he will only have up to
ninety (90) days to exercise any vested options.





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





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




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2.) “
Net Income
Exclusions ” shall be defined as the pro rated annualized quarterly GAAP
net income of any company or business acquired by the Company for the most
recent fiscal quarter prior to the date such company or business is acquired by
the Company. Such annualized quarterly net income shall be prorated by
multiplying the total annualized quarterly net income described above by a
fraction, the numerator of which is the number of days of the financial results
of the acquired business or company that are included in the Company’s financial
results during the fiscal year in question, and the denominator of which is 365.
 Net income
exclusions shall also include a) any non-cash stock compensation expenses over
and above what was included in any budget, and b) any extraordinary or
non-recurring expenses that were not included in the budget for any given year
and in the reasonable judgment of the Compensation Committee could not have been
foreseen by Management during the process to set the budget for such
year.





f.
            Paid
      Time-Off and Holidays.Employee’s paid time-off (“PTO”) and holidays shall be
      consistent with the standards set forth in the Employee Handbook, as
      revised from time to time or as otherwise published by the Company.
      Notwithstanding the previous sentence, Employee will be eligible for four
      (4) weeks of paid time off (PTO)/year (160 hours), which will accrue on a
      pro-rata basis throughout the year, provided, however, that it is the
      Company’s policy that no more than forty (40) hours of paid time-off can
      be accrued and carried forward for any given employee as of the
      anniversary of their employment date in any given year. Thus, when accrued
      PTO reaches two hundred (200) hours, Employee will cease accruing PTO
      until accrued PTO is one hundred sixty (160) hours or less - at which
      point Employee will again accrue PTO until he reaches two hundred (200)
      hours. In addition to paid time off, there are also six (6) paid national
      holidays and two (2) “floater” days available to Company employees.
      Employee agrees to schedule such paid time-off so that it minimally
      interferes with the Company’s operations. Such PTO does not include Board
      of Directors excused
absences.





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





4.   Best
Efforts of the Employee and Place of Employment.  Employee agrees to
perform all of the duties pursuant to the express and implicit terms of this
contract to the reasonable satisfaction of Employer. Employee further agrees to
perform such duties faithfully and to the best of his ability, talent, and
experience, and devote his full-working time and attention on Employer's
business (at least forty (40) hours per week). Employee shall render such duties
at the Employer’s primary place of business in Fort Myers, FL or such other
place or places as the interest, needs, business, or opportunity of Employer
shall require.





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





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




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





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





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





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





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





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





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





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





b.
            Termination
      by Company Without Cause. At any time during the
      Employment Period, the Company shall have the right to terminate this
      Agreement and to discharge the Employee without Cause effective upon
      delivery of written notice to the Employee. If the Company terminates the
      Employee without “Cause” for any reason, then the Company agrees that as
      severance it will continue to pay the Executive’s Base Salary in
      accordance with Section 3a. and maintain the Executive’s employee benefits
      in accordance with Section 3c. (the “Severance
      Payments”) for six
      (6) months from the notice of termination. Employee further agrees that in
      the event that he obtains employment during any period where Severance
      Payments are being made, he will promptly notify the Company. Provided
      that such employment does not violate the terms of the Confidentiality,
      Non-Solicitation and Non-Competition Agreement, such severance payments
      will continue to be paid. If a termination of the Employee by the Company
      Without Cause shall occur at anytime, than the pro rata portion of any
      unvested Time-based options (as specified in Section 3d(1)) up until the
      date of the Employee’s termination that were due to vest in the year of
      the Employee’s termination shall vest. Other than as set forth in the
      immediately preceding three sentences, the Company shall have no further
      salary or bonus payment or other benefits obligations under this Agreement
      after the date of termination;provided,
      however, that the
      Employee shall only be entitled to continuation of the Severance Payments
      as long as he is in compliance with the provisions of the Confidentiality,
      Non-Compete and Non-Solicit Agreement, which is part of this
      Agreement.





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





c.
            By
      Resignation of the Employee. The Employee may terminate his
      employment hereunder, upon giving sixty (60) days written notice to the
      Company. The Employee agrees that during such sixty (60) day period no
      more than one week of unused vacation may be utilized and that all other
      unused vacation up to the time of termination shall be forfeited. In the
      event of such a termination, the Employee shall comply with any reasonable
      request of the Company to assist in providing for an orderly transition of
      authority, but such assistance shall not delay the Employee’s termination
      of employment longer than sixty (60) days beyond the Employee’s original
      notice of termination. Upon such a termination, the Employee shall become
      entitled to any accrued but unpaid salary and other benefits up to and
      including the date of
termination.


.


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




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





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





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





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





9.   Exit
Interview. Upon the effective date of termination of employment (unless
due to Employee’s death), the Employee shall participate in an exit interview
with Employer and certify in writing that the Employee has complied with his
contractual obligations and intends to comply with his continuing obligations
under this Agreement, including, but not limited to, the terms of the
Confidentiality, Non-Compete and Non-Solicit Agreement. The Employee shall also
provide the Employer with information concerning the Employee's subsequent
employer and the capacity in which the Employee will be employed. The Employee's
failure to comply shall be a material breach of this Agreement, for which the
Employer, in addition to any other civil remedy, may seek equitable
relief.





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





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




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





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





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





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





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





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





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




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





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





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





a.
            They have read and understand
      this Agreement;





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





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





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





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





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





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





EMPLOYEE:/s/ Jerome J.
  DvonchJerome J. DvonchNEOGENOMICS,
      INC./s/ Steven C.
JonesSteven C. JonesActing Principal Financial
      Officer




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ADDENDUM
A




CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETE AGREEMENT




This
Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”)
dated this 24th day of June, 2008 is entered into by and between Jerome J.
Dvonch (“Employee”)
and NeoGenomics, Inc., a Nevada corporation (“Employer”
or the “Parent
Company” and collectively with NeoGenomics, Inc., a Florida corporation
(the “Operating
Company”) and any entity that is wholly or partially owned by the
Employer or Parent Company or otherwise affiliated with the Employer or 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 employment agreement, dated June 24, 2008, that
creates an employment relationship between the Company and Employee (the “Employment
Agreement”); and




WHEREAS, pursuant to the
Employment Agreement, the Employee agreed to enter into the Company’s
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.




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 Effective Date (as defined in
the Employment Agreement) 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.







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”), and
morphological studies, to hematologists, oncologists, urologists, pathologists,
hospitals and other medical reference laboratories.







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.           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




(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 forgoing, to the extent the
      Employee works for a larger 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/she will
      not, directly or indirectly, for himself or herself, or on behalf of
      others, as an individual on Employee's own account, or as a partner, joint
      venturer, employee, agent, salesman, contractor, officer, director or
      otherwise, for himself or herself or any other person, partnership, firm,
      corporation, association or other legal entity enter into, engage in or
      accept employment from any business that is in the Business of the Company
      in the Restricted Area during his or her or her 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 that the Company is (1) acquired by another company
and the Employee is terminated without “Cause” (as defined below) within 12
months of the date the Company is so acquired or (2) liquidated, then the
provisions of the Non-Competition covenant outlined in the preceding paragraph
8(b) shall not be deemed valid or enforceable hereunder.




For the
purposes of this Agreement, the Company and any company who acquires the Company
shall have “Cause” to terminate the Employee’s employment if any of the events
listed in Paragraph 5(a)(i) – 5(a)(vii) of the Employment Agreement have
occurred.







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.







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.




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




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.







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/ Jerome Dvonch
                6/24/08Employee
      Signature
                Date




Employee Name:
                              
                              Jerome DvonchEmployee Address:
                              
                              11169 Lakeland AvenueFort Myers, FL 33913




NeoGenomics,
Inc.




12701
Commonwealth Drive, Suite #9




Fort
Myers, FL 33913




By:
                  /s/ Robert Gasparini
                  6/24/08DateName:
                  Robert GaspariniTitle:
                  President