Exhibit
      10.45

            


    

    


    
      	
              Consulting
      Agreement: Steven C. Jones

            


    

    


    This
consulting agreement (the “Agreement”) is entered into on this 3rd day of May,
2010 by and between Steven Jones an individual whose legal address is indicated
in the signature section of this Agreement (“Mr. Jones” or the “Consultant”) and
NeoGenomics, Inc, a Nevada Company with its principal office located at 12701
Commonwealth Drive, Suite 5, Fort Myers, FL  33913, together with its
wholly-owned subsidiary, NeoGenomics Laboratories, Inc., a Florida company
(collectively “NeoGenomics” or the “Company”).

    


    RECITALS:

    


    WHEREAS, Mr. Jones served as the
Company’s Chief Financial Officer from 2003 - 2009 and has been serving as the
Company’s Executive Vice President – Finance since Dec 2009; and

    


    WHEREAS, NeoGenomics desires to
recognize Mr. Jones’ past performance to the Company and to formalize an
arrangement whereby Mr. Jones will continue to serve as the Company’s Executive
Vice President – Finance by entering into this Agreement; and

    


    WHEREAS,
Mr. Jones desires to continue to provide consulting services to NeoGenomics on
the terms outlined herein;

    


    NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
agree as follows:

    


    1.     
      Term of
Engagement.  This Agreement shall be effective for a period of
three (3) years, beginning on the date of this Agreement (the “Effective Date”)
and running through April 30, 2013 (the “Initial Term”).  After the Initial 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 Term (or any Renewal Term) is delivered by either
party at least three (3) months prior to the expiration of the Initial Term or
any Renewal Term, as applicable.  For purposes of this Agreement, the
period from the Effective Date until the termination of this Agreement,
including during any Renewal Term, for any reason shall hereinafter be referred
to as the “Term”.  Notwithstanding the foregoing, the Company
and/or Consultant shall have the right to terminate this Agreement pursuant to
paragraph 7 hereof at anytime.

    


    2.            Services.  During
the Term, Consultant will continue to provide financial consulting services to
the Company in the capacity of the Company’s Executive Vice President – Finance,
subject to the direction of the Company’s Chief Executive
Officer.  Without limiting the generality of the foregoing, it is
presently contemplated that the Consultant shall have the following
duties:

    


    
      	
               
      

            	
              a)

            	
              Provide
      financial advice and guidance to the Company with respect to the overall
      financial operations of the
Company;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b)

            	
              Provide
      strategic advice to the Company with respect to major growth initiatives
      for the Company and/or potential mergers or
  acquisitions;

            


    

     

    
      	
               
      

            	
              c)

            	
              Serve
      as the Company’s Director of Investor Relations and act as liaison to the
      investment community;

            


    

     

    
      	
               
      

            	
              d)

            	
              Provide
      leadership and guidance in drafting and issuing press releases on behalf
      of the Company;

            


    

     

    
      	
               
      

            	
              e)

            	
              Provide
      leadership, guidance and assistance in negotiating and drafting contracts
      with employees, vendors, clients, strategic partners, and other parties
      with whom the Company may due
business;

            


    

     

    
      	
               
      

            	
              f)

            	
              Provide
      leadership, guidance and assistance to the Company in raising debt or
      equity capital, when requested to do
so;

            


    

     

    
      	
               
      

            	
              g)

            	
              Provide
      leadership, guidance and assistance with any litigation in which the
      Company is now or may become
involved;

            


    

     

    
      	
               
      

            	
              h)

            	
              Provide
      leadership, guidance and assistance in drafting and reviewing SEC
      filings;

            


    

     

    
      	
               
      

            	
              i)

            	
              Manage
      the Company’s corporate secretary function and ensure board minutes and
      other documents are properly
drafted;

            


    

     

    
      	
               
      

            	
              j)

            	
              Provide
      leadership, guidance and assistance during the design, development and
      launch of new products;

            


    

     

    
      	
               
      

            	
              k)

            	
              Provide
      leadership, guidance and assistance in the development of forecast models
      for various business opportunities;

            


    

     

    
      	
               
      

            	
              l)

            	
              Provide
      expertise on technical, functional and/or business topics as may be
      requested;

            


    

     

    
      	
               
      

            	
              m)

            	
              Travel
      at the request of the Company to assist with any of the above
      duties.

            


    

     

    
      	
               
      

            	
              n)

            	
              Such
      other duties as may be assigned from time-to-time by the Chief Executive
      Officer of the Company.  The spirit of this section is to try
      and account for other activities or issues that have not been addressed or
      identified in (a) through (m)
above.

            


    

    


    3.        
   Agreements of
NeoGenomics.  Pursuant to this Agreement, NeoGenomics agrees to
provide such support as Consultant may reasonably request in order to perform
the duties outlined in paragraph 2.  The Company agrees to provide an
office for Consultant to use while he is working on site at NeoGenomics
headquarters’ location in Ft. Myers, FL.

    


    4.        
   Compensation and
Expenses.  In consideration for the services rendered by the
Consultant to the Company throughout the Term, the Company shall compensate
Consultant as follows:

    


    a)           Monthly
Retainer.  The Company agrees to pay Consultant a cash
consulting fee of one hundred eighty thousand dollars ($180,000) per annum (the
“Base Retainer”) in twelve (12) monthly installments of fifteen thousand dollars
($15,000) per month, in arrears.  Such payments will be made monthly
within fifteen (15) days of the end of the month for which services were
provided.  The Company agrees that if requested by Consultant, it will
set up a regularly recurring ACH transfer to Consultant’s designated bank
account.  Consultant and Company agree that this Base Retainer amount
has been structured based upon a targeted level of Consultant’s service to the
Company of one hundred (100) hours/month on average throughout the Term, with
the understanding that some months may have more service time and some months
less service time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    b)           Participation in the
Company’s Management Incentive Plan.   The Company agrees
that Consultant shall participate in the Company’s Management Incentive Plan
(“MIP”) as it may be structured in any given fiscal year for senior officers of
the Company.  The Company agrees that it will target a payout of
thirty percent (30%) of the Base Retainer (the “Target Payout”) for any given
fiscal year for meeting certain performance objectives laid out by the Company,
and that the Consultant will have the ability to earn up to one hundred fifty
percent (150%) of the Target Payout if such performance objectives are exceeded
by the amount specified in any such year’s MIP.  The Consultant agrees
that the Company, at its option, may specify that up to eighty percent (80%) of
any year’s Target Payout be tied to meeting companywide financial performance
thresholds.  The Consultant further agrees that the specifics of any
given year’s MIP plan will be governed by whatever is approved by the Company’s
Board of Directors for such fiscal year.

     

    c)           Expenses.   In
addition to any compensation payable hereunder, the Company shall also reimburse
Consultant for all expenses reasonably incurred by Consultant in connection with
the services performed on behalf of NeoGenomics under this Agreement including,
but not limited to, airfare, hotel, food, and a standard mileage allowance
pursuant to IRS guidelines for travel on Company business using a personally
owned vehicle (collectively “Business Expenses”), upon providing the original
receipts and an expense report for such expenses in accordance with the
Company’s expense reimbursement policy then in effect.  Consultant
agrees to seek prior written authorization before incurring aggregate Business
Expenses in excess of $2,000 in any given calendar month.

    


    5.             Warrants.  In
consideration of Consultant’s service to the Company as Chief Financial Officer
from 2003 through 2009 and in consideration of Consultant’s continued services
as Executive Vice President – Finance during the Term, the Company agrees that
it will issue to the Consultant a warrant to purchase four hundred fifty
thousand (450,000) shares of the Company’s common stock, par value
$0.001/share.  Such warrant will be issued pursuant to a separate
warrant agreement (the “Warrant Agreement”) which will specify a) a seven year
term for the warrant, b) an exercise price of $1.50/share, c) the ability to do
a cashless net exercise, and d) vesting as follows:

    


    
      	
               
      

            	
              i)

            	
              225,000
      of such warrant shares shall vest immediately;
  and

            


    

    


    
      	
               
      

            	
              ii)

            	
              112,500
      of such warrant shares shall vest according to the passage of time, with
      4,687 warrant shares vesting on the last day of each calendar month for
      twenty-three (23) months, beginning with the month ending May 31, 2010 and
      continuing until the month ending March 31, 2012 and 4,699 warrant shares
      vesting on April 30, 2012 so long as Consultant continues to provide
      services to the Company pursuant to this Agreement or any successor
      agreement.

            


    

    


    
      	
               
      

            	
              iii)

            	
              112,500
      of such warrant shares shall vest according to whether or not the Company
      meets certain financial targets as specified below for FY 2010 and FY
      2011:

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              -

            	
              28,125
      will vest if the Company’s actual consolidated revenue for FY 2010, meets
      or exceeds the consolidated revenue goal established by the Board of
      Directors (the “Board”) for the vesting of performance options and
      warrants; and

            


    

    


    
      	
               
      

            	
              -

            	
              28,125
      will vest if the Company’s actual Adjusted EBITDA for FY 2010, meets or
      exceeds the consolidated Adjusted EBITDA goals established by the Board
      for the vesting of performance options and warrants;
  and

            


    

    


    
      	
               
      

            	
              -

            	
              28,125
      will vest if the Company’s actual consolidated revenue for FY 2011, meets
      or exceeds the consolidated revenue goal established by the Board for the
      vesting of performance options and warrants;
and

            


    

    


    
      	
               
      

            	
              -

            	
              28,125
      will vest if the Company’s actual Adjusted EBITDA for FY 2011, meets or
      exceeds the consolidated Adjusted EBITDA goals established by the Board
      for the vesting of performance options and warrants;
  and

            


    

    


    
      	
               
      

            	
              iv)

            	
              The
      vesting schedule of such warrant shall also specify that any unvested
      warrant shares shall vest upon the occurrence of a change of
      control.

            


    

    


    6.        
   Confidentiality,
Non-Solicitation, Non-Competition and Title to Work Product
Agreement.  In consideration of entering into this Agreement
and the Warrant Agreement, Consultant agrees that he will enter into the
Company’s standard form of Confidentiality, Non-Solicitation, Non-Competition
and Title to Work Product Agreement (the “Confidentiality Agreement”) as
structured for officers of the Company.

    


    7.             Termination. The Company
shall have the right to terminate this Agreement at any time by giving written
notice to the Consultant twelve (12) months prior to the effective date of
termination ("Termination" or “Termination Date”).  The Consultant
shall have the right to terminate this Agreement at any time by giving written
notice to the Company three (3) months prior to the proposed Termination Date,
provided, however, the Consultant agrees that he will agree to an additional
three (3) months of transition services to the Company upon reasonable request
by the Company.  The
obligation of the Company to pay for consulting services hereunder shall continue during the time
from either party’s written notification of a Termination until the actual
Termination Date.  All unpaid compensation owed to Consultant hereunder as of any Termination Date, including reimbursement of business
and business-related travel expenses, shall be paid to Consultant within
fifteen (15) days of such Termination Date.  The Company further
agrees that it will prorate any MIP payments that may be due to the Consultant
for a partial year in which a Termination occurs based on the number of days
served up to the Termination Date in such year.

    


    Upon
Termination, Consultant agrees to cease all representation on behalf of the
Company, including, but not limited to representations to the Company’s
investors, partners, vendors, clients or employees that Consultant is acting on
behalf of the Company in any capacity; provided, however the Consultant agrees
to answer any reasonable follow-up inquiries from the Company regarding any
pending matters at the Termination Date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    8.        
   Miscellaneous.

     

    
      	
               
      

            	
              a)

            	
              This
      Agreement supersedes all prior agreements and understandings between the
      parties and may not be modified or terminated orally.  The
      Consultant hereby waives any claims that it might have under any previous
      oral or other contract.  No modification or attempted waiver of
      this Agreement will be valid unless in writing and signed by the party
      against whom the same is sought to be
enforced.

            


    

     

    
      	
               
      

            	
              b)

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

            


    

     

    
      	
               
      

            	
              c)

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

            


    

     

    
      	
               
      

            	
              d)

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

            


    

     

    
      	
               
      

            	
              e)

            	
              All
      notices and other communications required or permitted under this
      Agreement shall be in writing, and shall be deemed properly given if
      delivered personally, mailed by registered or certified mail in the United
      States mail, postage prepaid, return receipt requested, sent by facsimile,
      or sent by Express Mail, Federal Express or nationally recognized express
      delivery service, as follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      to the Company, at the address listed at the preamble to this Agreement or
      its then primary executive offices to the attention of the
      CEO;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      to the Consultant, at the address listed as the Consultant’s primary legal
      residence which is listed at the signature block of this agreement or such
      other address as the Company may have on file for the
      Consultant.

            


    

     

    
      	
               
      

            	
              Notice
      given by hand, certified or registered mail, or by Express Mail, Federal
      Express or other such express delivery service, shall be effective upon
      actual receipt.  Notice given by facsimile transmission shall be
      effective upon telephonic confirmation of receipt by the party to whom it
      is addressed.  All notices by facsimile transmission shall be
      followed up promptly after transmission by delivering an original copy by
      hand, certified or registered mail, or by Express Mail, Federal Express or
      other such delivery service.  Any party may change any address
      to which notice is to be given to it by giving notice as provided above of
      such change of address.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              f)

            	
              Consultant
      understands and acknowledges that if this Agreement is deemed to be a
      material agreement of the Company, it may need to be filed with the
      Securities and Exchange Commission or provided to a regulatory body in
      conjunction with any audits or investigations of the Company’s activities
      and expressly gives permission to provide this Agreement as needed in such
      instances.

            


    

     

    
      	
               
      

            	
              g)

            	
              The
      parties agree that the Consultant is acting as an independent contract
      under current Internal Revenue Service guidelines in the provision of
      services under this Agreement and that the Consultant shall be solely
      responsible for paying all taxes due on any Compensation
      hereunder.  The Consultant understands and acknowledges that all
      Compensation hereunder is taxable to the Consultant and the Company may
      have an affirmative obligation to report such amounts of Compensation on
      Form 1099 to the Internal Revenue Service each
      year.  Notwithstanding the forgoing, the Company agrees that the
      Consultant may assign any compensation payable hereunder to any
      corporation controlled by the Consultant upon written notice to the
      Company.  The Consultant agrees to provide his social security
      or an appropriate tax identification number upon
  request.

            


    

     

    
      	
               
      

            	
              h)

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

            


    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first set forth above.

     

    
      	
              NEOGENOMICS,
      INC.:

            	 	
              CONSULTANT:

            	 
	 	 	 	 	 
	 
      	 
      	 	 
      	 
	
              By:

            	      
              /s/
      Douglas M. VanOort

            	 	/s/
      Steven C. Jones	 
	
              Name:

            	      
              Douglas
      M. VanOort

            	 	
              Mr.
      Steven C. Jones

            	 
	
              Title:

            	      
              Chief
      Executive Officer

            	 	
              Legal
      Residence:

            	 
	 
      	 
      	 	
              1740
      Persimmon Drive

            	 
	 
      	 
      	 	
              Naples,
      FL 34109

            	 


    

    


    


     

    
      
        
        

      

      
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