Execution
Copy





EMPLOYMENT
AGREEMENT




THIS EMPLOYMENT AGREEMENT (“Agreement”) is made
this 16th day of March, 2009 by and between NeoGenomics, Inc. a Nevada
corporation(“NeoGenomics" or the
“Employer” and
collectively with any entity that is wholly or partially owned by NeoGenomics,
the “Company”), located at 12701 Commonwealth Drive, Suite #5, Fort Myers,
Florida 33913 and Douglas M. VanOort (“Executive”), an
individual who resides at 3275 Regatta Road, Naples, FL 34103.





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 Executive was
appointed to the Board of Directors of NeoGenomics (the “Board”) and elected as
the Chairman of the Board as of the date of this Agreement; and





WHEREAS, NeoGenomics desires
to employ Executive as an officer in the capacity of Executive Chairman and
Interim Chief Executive Officer, and Executive desires to be employed by
NeoGenomics in such capacity, 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 Executive agree as follows:





1.           Employment
Period.  Subject to the terms and conditions set forth herein
and unless sooner terminated as hereinafter provided, NeoGenomics shall employ
Executive as an officer, and Executive agrees to serve as an officer and accepts
such employment for a four-year period, beginning on March 16, 2009 (the “Effective Date”) and
ending on the 4th
anniversary of the Effective Date (the “Initial Employment
Term”).  After the Initial Employment Term, this 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 three (3) months prior to the expiration of the Initial
Employment Term or any renewal term, as applicable.  For purposes of
this Agreement, the period from the Effective Date until the termination of the
Executive’s employment shall hereinafter be referred to as the “Term”.  Executive’s
employment pursuant to this Agreement shall be “at will” as such term is
construed under Florida law.





2.           Title and
Duties.  During the Term, NeoGenomics shall employ Executive in
the capacity of Executive Chairman.  In addition, during the period
from the Effective Date until the time that NeoGenomics hires a full-time Chief
Executive Officer (“CEO”), NeoGenomics
shall additionally employ Executive in the capacity of Interim CEO (such period
hereinafter referred to as the “CEO
Period”).  Executive accepts employment in these
capacities.  Executive will report to and be subject to the general
supervision and direction of the Board.  If requested, Executive will
serve in similar capacities for each or any subsidiary of NeoGenomics without
additional compensation.  Executive shall perform such duties as are
customarily performed by someone holding the title of Executive Chairman and/or
Interim CEO in the same or similar businesses or enterprises as that engaged in
by the Company and such other duties as the Board may assign from time to
time.





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





Executive Initials




1


a.
            Base
      Salary.  Unless otherwise adjusted by the Compensation
      Committee of the Board (the “Compensation Committee”), the Company shall
      pay Executive a Core Base Salary and an Incremental CEO Base Salary (as
      such terms are defined below, and collectively referred to as the “Base Salary”),
      payable in equal installments at such times as is consistent with normal
      Company payroll policy, according to the following
  amounts:





1.)  A
      base salary equating to two hundred twenty five thousand dollars
      ($225,000) per annum (the “Core Base
      Salary”) until the end of the Term or until such time that the
      Executive desires to reduce his work time commitment to the Company to
      less than 2.5 days per week, in which case the Board and Executive will
      work in good faith to determine a new Core Base Salary that is
      appropriate.





2.)  During
      the CEO Period and so long as Executive is able to spend at least one (1)
      additional day per week on average on the Company’s affairs (for a total
      of 3.5 days/week on average), the Company agrees to pay an additional
      amount in base salary (the “Incremental CEO Base
      Salary”) equal to $50,000 per annum.  In the event that
      the Executive is unable to dedicate a least 3.5 days/week on average on
      the affairs of the Company, the Board and the Executive agree to work in
      good faith to determine a new Incremental CEO Base Salary that is
      appropriate.





b.
            Bonus.  Executive
      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; provided, however, if the Company’s actual
      performance in any given fiscal year meets or exceeds the below listed
      annual performance goals for such fiscal year, the Executive shall be
      entitled to the cash bonuses outlined below for such fiscal
      year.  The Company agrees that such cash bonus, if any, will be
      paid no later than ninety (90) days after the end of the fiscal year to
      which it applied.





1.)  For
      any given fiscal year during the Term, if the Company’s actual
      consolidated revenue for such fiscal year, after excluding the effects of
      any Revenue Exclusions (as defined in Section 3e(1) below), exceeds the
      annual revenue goals approved by the Board for such fiscal year based on
      the Board-approved Company budget for such year, Executive shall be
      entitled to a cash bonus of at least fifteen percent (15%) of his Base
      Salary as such Base Salary was in effect as of the end of such fiscal
      year; and





2.)  For
      any given fiscal year during the Term, if the Company’s actual Adjusted
      EBITDA (as defined below) after excluding the effects of any Adjusted
      EBITDA Exclusions (as defined in Section 3e(2) below), exceeds the annual
      goals for Adjusted EBITDA approved by the Board for such fiscal year based
      on the Board-approved Company budget for such year, Executive shall be
      entitled to a cash bonus of at least fifteen percent (15%) of his Base
      Salary as such Base Salary was in effect as of the end of such fiscal
      year.  For the purposes of this Agreement, “Adjusted
      EBITDA” is defined as consolidated GAAP earnings before interest,
      taxes, depreciation, amortization, and non-cash stock based compensation
      expenses.  In addition, any extraordinary or non-recurring
      actual expenses incurred by the Company that were not included in the
      budget for the applicable fiscal year that in the reasonable judgment of
      the Compensation Committee could not have been foreseen by the Company’s
      management during the process to set the budget for such year may, at the
      Board’s discretion, also be added back to the total when calculating
      actual Adjusted EBITDA for such fiscal
year.




Executive Initials


2




c.
            Benefits.  Subject
      to the eligibility requirements (including, but not limited to,
      participation by part-time employees), and enrollment provisions of the
      Company’s employee benefit plans, Executive may, to the extent he so
      chooses, participate in any and all of the Company’s employee benefit
      plans, at the Company’s expense.  All Company benefits are
      identified in the Employee Handbook and are subject to change without
      notice or explanation.  In addition, subject to the eligibility
      requirements (including, but not limited to, participation by a part-time
      employee) and enrollment provisions of the Company’s executive benefit
      programs, Executive shall also be entitled to participate in any and all
      other benefits programs established for officers of the
      Company.





d.
            Stock
      Options.  On the Effective Date, Executive will be
      granted an option to purchase 1,000,000 shares of the Company’s common
      stock (the “Options”) on
      the terms and conditions listed below.  Such Options will have a
      strike price equal to the fair market value of the common stock as of the
      Effective Date, which pursuant to NeoGenomics’ Amended and Restated Equity
      Incentive Plan (the “Plan”), shall be equal to the closing price per share
      of NeoGenomics’ common stock on the last trading day immediately preceding
      the Effective Date.  The vesting provisions of such Options
      shall be as outlined below.  These Options shall be treated as
      incentive stock options (ISOs) to the maximum extent permitted under
      applicable law, and the remainder of the Options, if any, shall be treated
      as non-qualified stock options.  The grant of these Options will
      be made pursuant to the Company’s Plan and will be evidenced by a separate
      “Option
      Agreement” to be executed by the Company and Executive, which will
      contain all the terms and conditions of the Options (including, but not
      limited to, the provisions set forth in this Section 3(d)).  So
      long as Executive remains employed by the Company, such Options will have
      a seven-year term before
expiration.





1.) Time-based
Options - 500,000 of such options will be time-based options and will
vest according to the following schedule:





200,000
            will
      vest on the first anniversary of the Effective Date; provided, however,
      that if the Executive’s employment hereunder is terminated by the Employer
      without “cause” (as such term is defined in the Option Agreement) at any
      time prior to the first anniversary of the Effective Date, then the pro
      rata portion of these 200,000 Options up until the date of termination,
      shall be deemed vested; and




12,500
            will
      vest each month beginning on the 13th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the second anniversary of the Effective Date;
      and




8,000
            will
      vest each month beginning on the 25th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the third anniversary of the Effective Date;
      and




4,500
            will
      vest each month beginning on the 37th
      monthly anniversary of the Effective Date and continuing on each monthly
      anniversary thereafter until the fourth anniversary of the Effective
      Date.





2.) Performance-based
Options - 500,000 of such options will be performance-based options and
will vest according to the following schedule.  Executive understands
and acknowledges that if the performance metrics for any given year are not met,
then such options shall be forfeited and the Board is under no obligation to
replenish such options.




Executive Initials


3


100,000
            will
      vest if the Company’s actual consolidated revenue for FY 2009, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and




100,000
            will
      vest if the Company’s actual Adjusted EBITDA for FY 2009, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and




75,000
            will
      vest if the Company’s actual consolidated revenue for FY 2010, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and




75,000
            will
      vest if the Company’s actual Adjusted EBITDA for FY 2010, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and




50,000
            will
      vest if the Company’s actual consolidated revenue for FY 2011, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and




50,000
            will
      vest if the Company’s actual Adjusted EBITDA for FY 2011, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal year;
and




25,000
            will
      vest if the Company’s actual consolidated revenue for FY 2012, after
      excluding the effects of any Revenue Exclusions for such fiscal year,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options, which goal will be based on the
      Company’s Board approved budget for such fiscal year;
  and




25,000
            will
      vest if the Company’s actual Adjusted EBITDA for FY 2012, after excluding
      the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets
      or exceeds the Adjusted EBITDA goal established by the Board for the
      vesting of performance options, which will be based on the Company’s
      Board-approved budget for such fiscal
year.




Executive
      understands that, pursuant to the Plan, upon termination of his
      employment, he will only have ninety (90) days to exercise any vested
      portion of the Options.  All Options awarded pursuant to this
      Section 3(d) will contain a provision in the Option Agreement that allows
      for immediate vesting of any unvested portion of the Options in the event
      of a change of control of
NeoGenomics.




Executive Initials


4


e.
            Revenue
      and Adjusted EBITDA Exclusions Defined.  For the purposes
      of Section 3b and 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, the following revenue and Adjusted
      EBITDA 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  3b or 3d
      hereof.





1.)  “Revenue
      Exclusions” shall be defined as the prorated annualized quarterly
      GAAP revenue of any company or business acquired by the Company for the
      most recent full 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 that the financial results of the acquired business or company are
      included in the Company’s financial results during the fiscal year in
      question, and the denominator of which is
365.





2.)  “Adjusted EBITDA
      Exclusions” shall be defined as the prorated annualized quarterly
      Adjusted EBITDA of any company or business acquired by the Company for the
      most recent full fiscal quarter prior to the date such company or business
      is acquired by the Company.  Such annualized quarterly Adjusted
      EBITDA shall be prorated by multiplying the total annualized quarterly
      Adjusted EBITDA described above by a fraction, the numerator of which is
      the number of days that the financial results of the acquired business or
      company are included in the Company’s financial results during the fiscal
      year in question, and the denominator of which is 365.  The
      Board, at its discretion, may add back any non-recurring or one time
      charges that may have been included in the most recent full fiscal quarter
      of the company or business being acquired when determining the appropriate
      Adjusted EBITDA for such business or
company.





f.
            Paid
      Time-Off and Holidays.  Executive’s paid time-off (“PTO”) and
      holidays shall be consistent with the standards set forth in the Company’s
      Employee Handbook, as revised from time to time or as otherwise published
      by the Company.  Notwithstanding the previous sentence,
      Executive will be eligible for one hundred twenty (120) hours of PTO/year,
      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 PTO can be accrued beyond this annual limit for any employee at
      any time.  Thus, when accrued PTO reaches one hundred sixty
      (160) hours, Executive will cease accruing PTO until accrued PTO is one
      hundred twenty (120) hours or less, at which point Executive will again
      accrue PTO until he reaches one hundred sixty (160) hours.  In
      addition to PTO, there are also six (6) paid national holidays and one (1)
      “floater” day available to Company employees.  Executive agrees
      to schedule such PTO so that it minimally interferes with the Company’s
      operations.   Such PTO does not include Board excused
      absences.





g.
            Reimbursement
      of Normal Business Expenses.  The Company will reimburse
      all reasonable business expenses of Executive, 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 Executive and Minimum Time Commitments of Employment.Executive agrees to
perform all of the duties pursuant to the express and implicit terms of this
Agreement to the reasonable satisfaction of the Employer.  Executive
further agrees to perform such duties faithfully and to the best of his ability,
talent, and experience and, unless otherwise agreed to with the Company in
writing, to render such duties at least in the minimum amounts of time specified
below:




Executive Initials
  5


a.
            So
      long as the Executive and the Board have not agreed to adjust downward the
      Executive’s Core Base Salary specified in Section 3(a), Executive agrees
      that during the Term, except for those weeks where he is on PTO, he will
      spend at least two and one-half (2.5) days/week on average on the
      Company’s business (such period as may be adjusted, the “Minimum Weekly Time
      Commitment”).   Executive further agrees that he
      will use commercially reasonable efforts to ensure that except for those
      weeks where he is on PTO, he will work at least two (2) days on average
      either at the Company’s primary place of business in Fort Myers, FL or at
      such other place or places as the interests, needs, business, or
      opportunities of the Employer shall require and/or such other place as may
      be mutually agreed upon in writing by the parties (such period as may be
      adjusted, the “On-Site/Business
      Travel Time Commitment”).





b.
            Notwithstanding
      the forgoing, Executives agrees that during the CEO Period, the Minimum
      Weekly Time Commitment shall be increased to three and one-half (3.5) days
      and the On-Site/Business Travel Time Commitment shall be increased to
      three (3) days.





5.           Termination.  Either
party may terminate Executive’s employment with the Company at any time upon
giving sixty (60) days advance written notice to the other party. Executive
agrees that in order to help facilitate an orderly transition of authority,
unless otherwise agreed to by the parties, during such sixty (60) day notice
period no more than two weeks of unused PTO may be utilized.   In
the event of the death of Executive, the employment of Executive shall
automatically terminate on the date of Executive's death.  Within 30
days following the date Executive’s employment terminates, the Company shall pay
to Executive (or Executive’s estate if applicable) (a) the Executive’s accrued
but unpaid Base Salary through the date of termination, (b) any bonus earned by,
but not yet paid to, Executive from the prior fiscal year, (c) an amount equal
to the reasonable business expenses incurred by Executive (in accordance with
Company policy), but not yet reimbursed, prior to the termination date, and (d)
other benefits due and owing to Executive through the termination
date.





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





7.           Importance
of Certain Clauses.  Executive and Employer agree that the
covenants contained in the Confidentiality, Non-Solicitation and Non-Compete
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 the Employer.  As such, because
the 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
Executive understands and acknowledges his or her understanding of
same.





8.           Consideration.  Executive
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 Executive for the Executive's duties,
obligations and covenants under this Agreement and under the Confidentiality,
Non-Solicitation and Non-Compete Agreement incorporated into this
Agreement.




Executive Initials  6




9.           Acknowledgement
of Post Termination Obligations.  Upon the effective date of
termination of Executive’s employment (unless due to Executive’s death), if
requested by the Employer, Executive shall participate in an exit interview with
the Employer and certify in writing that Executive 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-Solicitation and Non-Compete Agreement.  To the
extent it is known or applicable at the time of such exit interview, Executive
shall also provide the Employer with information concerning Executive's
subsequent employer and the capacity in which Executive will be employed.
Executive'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 Executive shall be made net of any applicable withholding
for income taxes and Executive's share of FICA, FUTA or other employment 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 Executive.  Executive represents and warrants to NeoGenomics
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 Chief Executive Officer of a publicly-traded company or materially
damage his credibility with public shareholders; (b) 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) Executive’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) Executive is
free and able to execute this Agreement and to continue  employment
with NeoGenomics, and (e) Executive has not used and will not use confidential
information or trade secrets belonging to any prior employers to perform
services for the Company.





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, together with the other documents
referenced herein, 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 it or 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 Executive to a successor in interest by the Employer’s
merger, consolidation or other form of business combination with or into a third
party where the 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-Solicitation and Non-Compete 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 Executive.





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




Executive Initials


7


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 the 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.  Executive 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
Executive and Employer.





19.        Arbitration.     Any
and all controversies and disputes between Executive 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-Solicitation
and Non-Compete Agreement.





20.        Headings.  The
titles to the sections 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.





Signatures
appear on the following page.




Executive Initials


8


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





NEOGENOMICS,
      INC., a NevadaCorporationBy:
              /s/ Robert P.
      GaspariniName:
              Robert P. GaspariniTitle:
              PresidentEXECUTIVE:/s/ Douglass M. VanOortDouglas
      M. VanOort


9




Addendum
A





CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETE AGREEMENT





This
Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”)
dated this 16th day of March, 2009 is entered into by and between Douglas M.
VanOort (“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 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 employment agreement, dated March 16, 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 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.




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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.




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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.




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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.




Executive Initials
 13




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 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.  In addition, this provision shall not cover the
      investment activities of Summer Street Capital, with whom the Employee is
      affiliated as a partner, so long as the Employee is not in any way
      associated or involved with any investments of Summer Street Capital that
      may be competitive with the Business of the
  Company.




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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.




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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.




Executive Initials
 16




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  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.





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/ Douglas VanOort
            3/16/2009Employee
      Signature
            Date




17


Employee
      Name:
                  Douglas VanOortEmployee
      Address:
                  3275 Regatta RdNaples, FL 34103




NeoGenomics,
Inc.


12701
Commonwealth Drive, Suite #9


Fort
Myers, FL 33913





By:
              /s/ Robert Gasparini
              
              3/16/2009Date





Name:
            Robert GaspariniTitle:
            President







18