Exhibit
      10.29

    


    MASTER
      LEASE AGREEMENT

    


    This
      Master Lease Agreement (the "Lease") is made the 5th
      day of November, 2008 between Leasing Technologies International, Inc., with
      its
      principal office at 221 Danbury Road, Wilton, CT 06897 (the "Lessor"), and
      NeoGenomics, Inc., a Florida Corporation, with its principal office at 12701
      Commonwealth Drive, Suite 9, Fort Myers, FL 33913 (the "Lessee"). The parties
      hereto agree as follows:

    


    
      	
              1.

            	
              Lease:

            


    

     

    This
      Lease establishes the general terms and conditions by which Lessor may lease
      to
      Lessee the Equipment (the "Equipment") listed on each Equipment Schedule
      executed periodically pursuant to this Lease. Each such Equipment Schedule
      shall
      incorporate by reference the terms of this Lease, and shall be a separate lease
      agreement as to the Equipment listed thereon for all purposes, including
      default. In the event of any conflict between the terms and conditions of this
      Lease and the terms and conditions of any Equipment Schedule(s) or Rider(s)
      thereto, the terms and conditions of such Equipment Schedule(s) or Rider(s)
      shall prevail.

    


    2.            
      Definitions:

    


    (a)
      The
      "Installation Date" means the date determined in accordance with the applicable
      Equipment Schedule.

    


    (b)
      Intentionally omitted.

    


    (c)
      The
      "Daily Rental" means 1/30th of the amount set forth as the monthly rental in
      the
      applicable Equipment Schedule.

    


    
      	
              3.

            	
              Term
                of Lease:

            


    

    


    The
      term
      of this Lease, as to all Equipment designated on any Equipment Schedule, shall
      commence on the Installation Date for such Equipment, and shall continue for
      an
      initial period ending that number of months as is specified on the applicable
      Equipment Schedule from the Installation Date for the last item of Equipment
      to
      be installed (the "Initial Term"). The term of this Lease for all such Equipment
      shall be automatically extended for successive monthly periods until terminated
      in accordance with this Lease. Any termination shall be effective only on the
      last day of the Initial Term or the last day of any such successive
      period.

    


    
      	
              4.

            	
              Rental:

            


    

    


    The
      monthly rental payable hereunder is as set forth in the Equipment Schedule(s).
      Rental shall begin to accrue on the Installation Date for each item of Equipment
      and shall be due and payable by Lessee in advance on the first day of each
      month. Lessor or its Assignees shall, at its option, have the right to
      automatically transfer funds from Lessee’s bank account to pay the Monthly
      Rental and any other amounts due hereunder on the date such amounts become
      due.
      Lessee shall, at Lessor’s request, execute such document as Lessor, or Lessee’s
      bank, may reasonably request in order to implement such transfer. In addition
      to
      the monthly rental set forth in the Equipment Schedule(s), Lessee shall pay
      to
      Lessor an amount equal to all taxes paid, payable or required to be collected
      by
      Lessor, however designated, which are levied or based on the rental, on the
      Lease or on the Equipment or on its purchase for lease hereunder, or on its
      use,
      lease, operation, control or value (including, without limitation, state and
      local privilege or excise taxes based on gross revenue), any penalties or
      interest in connection therewith which are attributable to Lessee's negligence
      or taxes or amounts in lieu thereof paid or payable by Lessor in respect of
      the
      foregoing, but excluding taxes based on Lessor's net income. Personal property
      taxes assessed on the Equipment during the term hereof shall be paid by Lessee.
      Lessee agrees that Lessor, or Lessor's agent may file all required property
      tax
      returns and reports and pay all taxes thereon pertaining to the Equipment.
      In
      such event, Lessee shall reimburse Lessor or Lessor’s agent for all costs and
      expenses incurred in connection therewith. If requested by Lessor, Lessee agrees
      to file, on behalf of Lessor, all required property tax returns and reports
      concerning the Equipment with all appropriate governmental agencies, and, within
      not more than thirty (30) days after the due date of such filing to send Lessor
      confirmation of such filing. 

     

    Interest
      on any past due payments, including but not limited to administrative charges
      and any other charges or fees arising out of or related to this Lease, shall
      accrue at the rate of 1 1/2% per month, or if such rate shall exceed the maximum
      rate allowed by law, then at such maximum rate, and shall be payable on demand.
      Charges for taxes, penalties and interest shall be promptly paid by Lessee
      when
      invoiced by Lessor.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
        	5.	
                Installation,
                  Use and Quiet Possession of Equipment:

              


      

    

    


    (a)
      Lessee, at its own expense, will provide the required suitable electric current
      to operate the Equipment and appropriate installation facilities as specified
      by
      the manufacturer.

    


    (b)
      Any
      equipment, cards, disks, tapes or other items not specified in the Equipment
      Schedule(s) which are used on or in connection with the Equipment must meet
      the
      specifications of the manufacturer and shall be acquired by Lessee at its own
      expense.

    


    (c)
      Lessee shall use the Equipment solely in connection with Lessee's business
      and
      for no other purpose. Subject to the preceding sentence, Lessee shall be
      entitled to unlimited usage of the Equipment without extra charge by
      Lessor.

    


    (d)
      Unless otherwise set forth in the applicable Equipment Schedule, Lessee will
      at
      all times keep the Equipment in its sole possession and control. The Equipment
      shall not be moved from the location stated in the applicable Equipment Schedule
      without the prior written consent of Lessor.

    


    (e)
      After
      prior notice to Lessor, Lessee may, at its own expense, make alterations in
      or
      add attachments to the Equipment, provided such alterations or attachments
      do
      not interfere with the normal and satisfactory operation or maintenance of
      the
      Equipment or with Lessee's ability to obtain and maintain any maintenance
      contracts that may be applicable pursuant to Section 5(h) hereof. The
      manufacturer or other organization selected by Lessee and approved in writing
      by
      Lessor to maintain the Equipment ("Maintenance Organization") may incorporate
      engineering changes or make temporary alterations to the Equipment upon request
      of Lessee. All such alterations and attachments shall be and become the property
      of Lessor or, at the option of Lessee, shall be removed by Lessee and the
      Equipment restored, at Lessee's expense, to its original condition as of the
      Installation Date thereof, reasonable wear and tear only excepted, and upon
      the
      removal and restoration, the alteration and/or attachment which was made by
      Lessee shall become the property of Lessee.

    


    (f)
      So
      long as Lessee is not in default hereunder, neither Lessor nor any party
      claiming through or under Lessor shall interfere with Lessee's use or possession
      of any Equipment during the term of this Lease.

    


    (g)
      Lessee shall, during the term of this Lease, at its expense, keep the Equipment
      in good working order and condition and make all necessary adjustments, repairs
      and replacements and shall not use or permit the Equipment to be used in any
      manner or for any purpose for which, in the opinion of the manufacturer, the
      Equipment is not designed or reasonably suitable.

    


    (h)
      If
      mutually agreed to by Lessor and Lessee and specified in the applicable
      Equipment Schedule, Lessee shall, during the term of such Equipment Schedule,
      at
      its own expense, enter into and maintain in force a contract with the
      manufacturer or the Maintenance Organization covering at least prime shift
      maintenance of each item of Equipment. Such contract shall commence upon
      expiration of the manufacturer's warranty period, if any, relating to such
      item.
      If applicable, Lessee shall furnish Lessor with a copy of such
      contract(s).

    


    (i)
      At
      the termination of the applicable Equipment Schedule, Lessee at its expense
      shall return, if permitted by the applicable Equipment Schedule, not less than
      all the Equipment subject thereto to Lessor (at the location designated by
      Lessor within the Continental United States) in the same operating order,
      repair, condition and appearance as on the Installation Date, reasonable wear
      and tear only excepted, with all engineering and safety changes prescribed
      by
      the manufacturer or Maintenance Organization incorporated therein. Lessee shall,
      prior to such termination, arrange and pay for any repairs, changes and
      manufacturer's certifications as are necessary to restore such equipment to
      reasonable working order. Lessee shall return all accessories supplied with
      the
      Equipment, including but not limited to all manuals, cables and software
      diskettes. Lessee shall promptly pay, after receipt of an invoice therefore,
      all
      costs and expenses pertaining to the replacement of any missing items and for
      the repair of any Equipment, together with any audit, inspection or
      certification charges reasonably incurred by Lessor.

    


    
      	
              6.

            	
              Leasehold
                Rights and Inspection:

            


    

    


    (a)
      Lessee shall have no interest in the Equipment other than the rights acquired
      as
      a lessee hereunder and the Equipment shall remain personalty regardless of
      the
      manner in which it may be installed or attached. Lessee shall, at Lessor's
      request, affix to the Equipment, tags, decals or plates furnished by Lessor,
      indicating Lessor's ownership and Lessee shall not permit their removal or
      concealment. Lessee shall replace any such tag, decal or plate, which may be
      removed or destroyed or become illegible. Lessee shall keep all Equipment free
      from any marking or labeling which might be interpreted as a claim of ownership
      thereof by Lessee or any party other than Lessor or anyone claiming through
      Lessor.

    


    (b)
      Lessee shall keep the Equipment free and clear of all liens and encumbrances
      except liens or encumbrances arising through the actions or omissions of Lessor.
      LESSEE SHALL NOT ASSIGN OR OTHERWISE ENCUMBER THIS LEASE OR ANY OF ITS RIGHTS
      HEREUNDER OR SUBLEASE THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
      LESSOR.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)
      Lessor or its agents shall have free access to the Equipment at all reasonable
      times for the purpose of inspection and for any other purpose contemplated
      by
      this Lease upon five (5) business days written notice, except that only two
      (2)
      days notice shall be required if Lessee is in default of its obligations under
      this Lease.

    


    (d)
      Lessee shall immediately notify Lessor of all details concerning any damage
      to,
      or loss of, the Equipment arising out of any event or occurrence whatsoever,
      including but not limited to, the alleged or apparent improper manufacture,
      functioning or operation of the Equipment.

    


    
      	
              7.

            	
              No
                Warranties By Lessor:

            


    

     

    Lessee
      represents that, at the Installation Date thereof, it shall have (a) thoroughly
      inspected the Equipment; (b) determined for itself that all items of Equipment
      are of a size, design, capacity and manufacture selected by it; and (c)
      satisfied itself that the Equipment is suitable for Lessee's purposes. LESSOR
      SUPPLIES THE EQUIPMENT AS IS AND NOT BEING THE MANUFACTURER OF THE EQUIPMENT,
      THE MANUFACTURER'S AGENT OR THE SELLER'S AGENT, MAKES NO WARRANTY OR
      REPRESENTATION, EITHER EXPRESS OR IMPLIED AS TO THE EQUIPMENT'S MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL
      OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE, it being agreed that
      all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessee
      agrees to look solely to the manufacturer or to suppliers of the Equipment
      for
      any and all warranty claims and any and all warranties made by the manufacturer
      or the supplier of Lessor are, to the extent to which the same may be
      assignable, hereby assigned to Lessee for the term of the applicable Equipment
      Schedule. Lessee agrees that Lessor shall not be responsible for the delivery,
      installation, maintenance, operation or service of the Equipment or for delay
      or
      inadequacy of any or all of the foregoing. Lessor shall not be responsible
      for
      any direct or consequential loss or damage resulting from the installation,
      operation or use of the Equipment or otherwise. Lessee will defend, indemnify
      and hold Lessor harmless against any and all claims, demands and liabilities
      arising out of or in connection with the design, manufacture, possession or
      operation of the Equipment. To
      the
      extent permitted by applicable law, Lessee waives any and all rights and
      remedies conferred upon a Lessee by Article 2A of the UCC and any rights
      now or hereinafter conferred by statute or otherwise that may limit or modify
      Lessor’s rights as described in this Section or other provisions of this Lease
      Agreement.

    


    
      	
              8.

            	
              Risk
                of Loss on Lessee:

            


    

    


    (a)
      Beginning on the Installation Date thereof and continuing until the Equipment
      is
      either returned to Lessor or purchased by Lessee as provided in this Lease,
      Lessee relieves Lessor of responsibility for all risks of physical damage to
      or
      loss or destruction of the Equipment, howsoever caused. During the term of
      this
      Lease as to any Equipment Schedule, Lessee shall, at its own expense, keep
      in
      effect "all risk" property insurance and public liability insurance policies
      covering the Equipment designated in each Equipment Schedule. The public
      liability insurance policy shall be in such amount as is reasonably acceptable
      to Lessor. The "all risk" property insurance policy shall be for an amount
      not
      less than the replacement cost of the Equipment. Lessor, its successors and
      assigns and/or such other party as may be designated by any thereof to Lessee,
      in writing, shall be named as additional insureds and loss payees on such
      policies, which shall be written by an insurance company of recognized
      responsibility which is reasonably acceptable to Lessor. Evidence of such
      insurance coverage shall be furnished to Lessor no later than the Installation
      Date set forth in the Equipment Schedule(s) and, from time to time, thereafter
      as Lessor may request. Such policies shall provide that no less than ten days
      written notice shall be given Lessor and any other party named as loss payee
      prior to cancellation of such policies for any reason. To the extent of Lessor's
      interest therein, Lessee hereby irrevocably appoints Lessor or any other party
      named as loss payee as Lessee's attorney-in-fact coupled with an interest to
      make claim for, receive payment of, and execute any and all documents that
      may
      be required to be provided to the insurance carrier in substantiation of any
      such claim for loss or damage under said insurance policies, and to endorse
      Lessee's name to any and all drafts or checks in payment of the loss
      proceeds.

    


    (b)
      If
      any item of Equipment is rendered unusable as a result of any physical damage
      to, or destruction of, the Equipment, Lessee shall give to Lessor immediate
      notice thereof and this Lease shall continue in full force and effect without
      any abatement of rental. Lessee shall determine, within thirty (30) days after
      the date of occurrence of such damage or destruction, whether such item of
      Equipment can be repaired. In the event Lessee determines that the item of
      Equipment cannot be repaired, Lessee shall either, at its expense, promptly
      replace such item of Equipment and convey title to such replacement to Lessor
      free and clear of all liens and encumbrances, and this Lease shall continue
      in
      full force and effect as though such damage or destruction had not occurred,
      or
      pay Lessor therefor in cash the Stipulated Loss Value (defined below) within
      forty-five (45) days of such loss or damage. "Stipulated Loss Value," as used
      herein, shall be an amount as shown on Exhibit A to the applicable Equipment
      Schedule. In the event Lessee determines that such item of Equipment can be
      repaired, Lessee shall cause such item of Equipment to be promptly repaired.
      All
      proceeds of insurance received by Lessor, the designated loss payee, or Lessee
      under the policy referred to in the preceding paragraph of this Section shall
      be
      applied toward the cost of any such repair or replacement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              9.

            	
              Events
                of Default and Remedies:

            


    

    


    The
      occurrence of any one of the following shall constitute an Event of Default
      hereunder:

    


    (a)
      Lessee fails to pay an installment of rent on or before the date when the same
      becomes due and payable and such failure continues for a period of ten (10)
      days;

    


    (b)
      Lessee attempts to remove, sell, transfer, encumber, sublet or part with
      possession of the Equipment or any items thereof, except as expressly permitted
      herein;

    


    (c)
      Lessee shall fail to observe or perform any of the other obligations required
      to
      be observed or performed by Lessee hereunder and such failure shall continue
      uncured for thirty (30) days after written notice thereof to Lessee by Lessor
      or
      the then assignee hereof;

     

    (d)
      Lessee ceases doing business as a going concern, makes an assignment for the
      benefit of creditors, admits in writing its inability to pay its debts as they
      become due, files a voluntary petition of bankruptcy, is adjudicated a bankrupt
      or an insolvent, files a petition seeking for itself any reorganization,
      arrangement, composition, readjustment, liquidation, dissolution or similar
      arrangement under any present or future statute, law or regulation or files
      an
      answer admitting the material allegations of the petition filed against it
      in
      any such proceeding, consents to or acquiesces in the appointment of a trustee,
      receiver, or liquidator of it or of all or any substantial part of its assets
      or
      properties, or if it or its shareholders shall take any action looking to its
      dissolution or liquidation;

    


    (e)
      Within thirty (30) days after the commencement of any proceedings against Lessee
      seeking reorganization, arrangement, readjustment, liquidation, dissolution
      or
      similar relief under any present or future statute, law or regulation, such
      proceedings shall not have been dismissed, or if within thirty (30) days after
      the appointment without Lessee's consent or acquiescence of any trustee,
      receiver or liquidator of it or of all or any substantial part of its assets
      and
      properties, such appointment shall not be vacated;

    


    (f)
      Lessee defaults in the payment of any monetary obligation in excess of $25,000
      with respect to a loan agreement or other indebtedness involving a total
      outstanding obligation in excess of $1,000,000 at the time of such default,
      and
      such default is not waived within fifteen days of the occurrence thereof, or
      within fifteen days after the application of any applicable grace or cure
      period, whichever is longer; 

    


    (g)
      Intentionally deleted.

     

    (h)
      Lessee sells all or substantially all of its assets or consolidates with or
      merges into any other entity.

     

    Upon
      the
      occurrence of an Event of Default, Lessor may at its option do any one or more
      of the following: (i) by notice to Lessee terminate this Lease as to any or
      all
      Equipment Schedules; (ii) whether or not this Lease is terminated as to any
      or
      all Equipment Schedules, take possession on not less than five (5) days' written
      notice of any or all of the Equipment listed on any or all Equipment Schedules,
      wherever situated, and for such purpose, enter upon any premises without
      liability for so doing or Lessor may cause Lessee and Lessee hereby agrees,
      to
      return said Equipment to Lessor as provided in this Lease; (iii) recover from
      Lessee, as liquidated damages for loss of a bargain and not as a penalty, all
      past due amounts as well as an amount equal to the present value of all monies
      to be paid by Lessee during the remaining Initial Term or any successive period
      then in effect, calculated by discounting at the rate of nine percent (10%)
      per
      annum compounded monthly, which payment shall become immediately due and
      payable; and (iv) sell, dispose of, hold, use or lease any Equipment as Lessor
      in its sole discretion may determine (and Lessor shall not be obligated to
      give
      preference to the sale, lease or other disposition of the Equipment over the
      sale, lease or other disposition of similar equipment owned or leased by
      Lessor).

    


    In
      the
      event that Lessee shall have first paid to Lessor or its assigns the liquidated
      damages referred to in (iii) above, Lessee shall (except if Lessee has defaulted
      under Section 9 (e) or 9 (f) in which case Lessee’s rights shall be determined
      by applicable bankruptcy law) be entitled to purchase, for a period of thirty
      (30) days after any such payment is made, all of the equipment to which the
      liquidated damages payment applies at the fair market value of the equipment;
      provided, however, that such fair market value shall not exceed any limitation
      specified in the relevant Equipment Schedule. In the event that Lessee elects
      not to purchase any of the equipment to which the liquidated damages payment
      applies, Lessee shall thereafter be entitled to receive all rentals or proceeds
      received from any reletting or sale of the Equipment during the balance of
      the
      Initial Term (after deduction of Lessor's expected residual value of the
      Equipment at the expiration of the Initial Term or any extension thereof, which
      shall not be in excess of the limitations on the calculation of fair market
      value in any such Equipment Schedule covering the equipment in question, and
      of
      all expenses incurred in connection therewith) said amount never to exceed
      the
      amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor
      shall
      have no obligation to sell the Equipment. Lessee shall in any event remain
      fully
      liable for reasonable damages as provided by law and for all costs and expenses
      incurred by Lessor or its assigns on account of such default including but
      not
      limited to all court costs and reasonable attorney's fees. Lessee hereby agrees
      that, in any event, it will be liable for any deficiency after any lease or
      other disposition of the Equipment. The rights afforded Lessor hereunder shall
      not be deemed to be exclusive, but shall be in addition to any rights or
      remedies provided by law.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              10.

            	
              Net
                Lease:

            


    

    


    Except
      as
      otherwise specifically provided in this Lease, it is understood and agreed
      that
      this is a net lease, and that, as between Lessor and Lessee, Lessee shall be
      responsible for all costs and expenses of every nature whatsoever arising out
      of
      or in connection with or related to this Lease or the Equipment (including,
      but
      not limited to, equipment inspection, tagging, transportation in and out,
      rigging, manufacturer's approved packing, installation, certification costs
      and
      disconnect charges). Lessee hereby agrees that in the event that Lessee fails
      to
      pay or perform any obligation under this Lease, Lessor may, at its option,
      pay
      or perform said obligation and any payment made or expense incurred by Lessor
      in
      connection therewith shall become additional rent, which shall be due and
      payable by Lessee upon demand. Lessee acknowledges that Lessor may, from time
      to
      time, and at Lessee's request, execute and deliver purchase orders pertaining
      to
      the purchase of equipment to be leased pursuant to this Lease. Lessee agrees
      that it will indemnify and hold Lessor harmless from and against any and all
      loss, cost, liability and expense that Lessor may incur as a result of the
      execution and delivery of such purchase orders.

    


    
      	
              11.

            	
              Assignment:

            


    

    


    Lessee
      agrees that Lessor may transfer or assign all or any part of Lessor's right,
      title, and interest in, under or to the Equipment and this Lease and any or
      all
      sums due or to become due pursuant to any of the above, to any third party
      (the
      "Assignee") for any reason and that the Assignee may so re-assign and transfer.
      In the event of any such assignment of this Lease, Lessor agrees to promptly
      notify Lessee in writing of such assignment and provide appropriate contact
      information of such assignee within ten (10) days of the date of any such
      assignment. Lessee agrees that upon receipt of written notice from Lessor or
      Assignee of such assignment, Lessee shall perform all of its obligations
      hereunder for the benefit of Assignee and any successor assignee and, if so
      directed, shall pay all sums due or to become due thereunder directly to the
      Assignee or to any other party designated by the Assignee. Notwithstanding
      the
      foregoing, Lessor and any assignee hereunder acknowledge and agree that any
      failure by Lessor or any assignees under this Lease to promptly notify Lessee
      of
      any further assignments hereunder which have the result of delays in any
      payments or other obligations under this Lease shall not be deemed to be an
      Event of Default nor will any late fees be imposed until after any applicable
      cure periods have run from the date Lessee receives written notification of
      such
      assignment. Lessee hereby covenants, represents and warrants as follows and
      agrees that the Assignee and any successor assignee shall be entitled to rely
      on
      and shall be considered a third party beneficiary of the following covenants,
      representations and warranties: (i) Lessee's obligations hereunder are absolute
      and unconditional and are not subject to any abatement, reduction, recoupment,
      defense, offset or counterclaim available to Lessee for any reason whatsoever
      including operation of law, defect in the Equipment, failure of Lessor or
      Assignee to perform any of its obligations hereunder or for any other cause
      or
      reason whatsoever, whether similar or dissimilar to the foregoing; (ii) Lessee
      shall not look to Assignee or any successor assignee to perform any of Lessor's
      obligations hereunder; (iii) Lessee will not amend or modify this Lease without
      the prior written consent of the Assignee and any successor assignee; and (iv)
      Lessee will send a copy to Assignee and any successor assignee of each notice
      which Lessee sends to Lessor.

    


    
      	12.	
              Representations
                and Warranties of Lessee and
                Lessor:

            


    

    


    Lessee
      represents and warrants to Lessor and its assigns, as follows:

    


    1.
      The
      execution, delivery and performance of this Lease has been duly authorized
      and,
      upon execution by Lessor and Lessee, will constitute a valid obligation binding
      upon and enforceable against Lessee in accordance with its terms, subject to
      laws governing creditors' rights;

    


    2.
      The
      performance by Lessee will not result in any breach, default or violation of,
      Lessee's certificate of incorporation or by-laws or any agreement to which
      Lessee is a party;

    


    3.
      Lessee
      is in good standing in its jurisdiction of incorporation and in any jurisdiction
      in which any of the Equipment is to be located; and

    


    4.
      Any
      and all financial statements or other information with respect to Lessee
      heretofore furnished by Lessee to Lessor was, when furnished, and remains at
      the
      time of execution of this Lease, true and complete.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Lessor
      represents and warrants to Lessee as follows:

    


    1.
      The
      execution, delivery and performance of this Lease has been duly authorized
      and,
      upon execution by Lessor and Lessee, will constitute a valid obligation binding
      upon and enforceable against Lessor in accordance with its terms, subject to
      laws governing creditors' rights; and

    


    2.
      The
      performance by Lessor will not result in any breach, default or violation of,
      Lessor's certificate of incorporation or by-laws or any agreement to which
      Lessor is a party;

    


    The
      foregoing representations and warranties shall survive the expiration or
      termination of this Lease.

    


    
      	13.	
              End
                of Lease: 

            


    

    


    For
      each
      Equipment Schedule, Lessor agrees that it will provide written notice to Lessee
      at least one hundred and twenty (120) days prior to the end of such Equipment
      Schedule which notifies Lessee of the upcoming end of such Equipment Schedule
      and requests that Lessee select one of the end of lease options in accordance
      with the alternatives set forth on such Equipment Schedule. Provided (i) no
      Event of Default has occurred and is continuing and (ii) Lessee has made all
      payments in accordance with the Lease, upon written notice furnished by Lessee
      to Lessor no later than thirty (30) days after Lessor has provided written
      notice of the upcoming contractual end of an Equipment Schedule, Lessee shall,
      with respect to each Equipment Schedule elect only such alternatives as may
      be
      set forth on the Equipment Schedule. Notwithstanding the foregoing, if Lessee
      for any reason fails to notify the Lessor of its end of lease selection for
      any
      given Equipment Schedule (including as a result of Lessor’s failure to provide
      written notice as set forth in the first sentence of this Section 13), then
      the
      parties agree that Lessee shall have been automatically deemed to have selected
      end of lease option (c) with respect to such Equipment Schedule to extend the
      Initial Term for an additional six months at a Monthly Rental equal to 35%
      of
      the Monthly Rental paid by Lessee during the Initial Term. Notwithstanding
      the
      foregoing, if the Lessor fails to provide written notice as set forth in the
      first sentence of this Section 13 and the end of lease election automatically
      defaults to option (c), then the Lessee shall have the option select another
      end
      of lease alternative if it so chooses for a period of thirty (30) days from
      the
      date on which Lessee is first notified by Lessor that the Monthly Rental has
      been reset to a rate of 35% of the Monthly Rental paid by Lessee during the
      Initial Term. 

    


    To
      the
      extent that any of such alternatives involves a determination of Fair Market
      Value, the Fair Market Value shall be defined and determined by the provisions
      of this Section. For purposes hereof, Fair Market Value shall mean the amount
      that would obtain in a retail arm's length transaction between an informed
      and
      willing lessee-buyer in possession and an informed and willing lessor-seller.
      Rental charges previously paid pursuant to the applicable Equipment Schedule
      shall have no effect on the determination of Fair Market Value. Unless otherwise
      stated in the Equipment Schedule: the Fair Market Value for items set forth
      on
      the Equipment Schedule which do not have a readily ascertainable market value,
      (including but not limited to software, cabling and certain equipment) shall
      be
      determined by multiplying the Lessor's acquisition cost of such items by a
      fraction, the numerator of which shall be the Fair Market Value of the other
      items and the denominator of which shall be the Lessor's acquisition cost of
      such other items; and the determination of Fair Market Value shall be based
      upon
      the assumption that all items set forth on the Equipment Schedule or included
      with the Equipment may be transferred to, and used by, a third party user.
      In
      such determination, all alternative uses in the hands of each buyer or lessee,
      including, without limitation, the further leasing of the Equipment shall be
      taken into account in making such determination. 

    


    If,
      on or
      before a date which is sixty (60) days prior to the expiration of the Initial
      Term, Lessor and Lessee are unable to agree upon a determination of the Fair
      Market Value of the Equipment, the Fair Market Value (to be determined in
      accordance with the definition set forth in this Section) shall, upon written
      request by Lessee therefor, be conclusively established not less than thirty
      (30) days prior to the expiration of the Initial Term by an independent
      appraiser selected by Lessor. Lessor shall notify Lessee of the name and address
      of said appraiser. The costs of such appraiser shall be paid by Lessee within
      ten (10) days after receipt of an invoice therefor. The Lease, including the
      obligation to pay monthly rentals, shall remain in effect pending the
      determination of Fair Market Value; provided, however, beginning on the day
      after the expiration of the Initial Term of any given Equipment Schedule, the
      monthly rental for such Equipment Schedule will be reduced to 35% of the Monthly
      Rental amount paid by Lessee during the Initial Term pursuant to the automatic
      election of the Lessor described in the first paragraph of this Section 13.
      

    


    
      	
              14.

            	
              Miscellaneous:

            


    

    


    (a)
      During the term of this Lease, Lessee hereby agrees to deliver to Lessor or
      Assignee and any successor assignee a copy of Lessee's quarterly unaudited
      financial statements, and the annual financial budget for the upcoming year
      as
      soon as available and as it may be adjusted during the year. Lessee shall also
      furnish, as soon as available and in any event within one hundred five (105)
      days after the last day of Lessee's fiscal year, a copy of Lessee's annual
      audited statements and consolidating and consolidated balance sheet, if any,
      as
      of the end of such fiscal year, accompanied by the opinion of an independent
      certified public accounting firm of recognized standing. Notwithstanding the
      forgoing, Lessor agrees that if such quarterly or annual financial information
      is available on the Securities and Exchange Commission’s website at www.sec.gov
      as part
      of the Edgar database, then such access shall be deemed to be compliance with
      the requirements of this paragraph. The Lessee shall furnish such other
      financial information as may be reasonably requested by Lessor, including but
      not limited to any material changes in budgets or financial reports furnished
      to
      the Lessee's Board of Directors or Shareholders. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
      This
      Lease constitutes the entire agreement between Lessee and Lessor with respect
      to
      the Equipment, and except as agreed upon in writing no covenant, condition
      or
      other term or provision hereof may be waived or modified orally.

    


    (c)
      All
      notices hereunder shall be in writing and shall be delivered in person or sent
      by registered or certified mail, postage prepaid, or by facsimile transmission
      (confirmed by registered mail as set forth in this section) to the address
      of
      the other party as set forth herein or to such other address as such party
      shall
      have designated by proper notice. Lessee shall notify Lessor of any change
      of
      address upon at least thirty (30) days prior written notice. 

    


    (d)
      This
      Lease shall be binding upon and inure to the benefit of Lessor and Lessee and
      their respective successors and assigns (including any subsequent assignee
      of
      Assignee).

    


    (e)
      If
      any term or provision of this Lease or the application thereof to any person
      is,
      to any extent, invalid or unenforceable, the remainder of this Lease, or the
      application of such provision to the person other than those to which it is
      invalid or unenforceable, shall not be affected thereby, and each provision
      of
      this Lease shall be valid and be enforced to the fullest extent permitted by
      law.

    


    (f)
      No
      waiver of any of the terms and conditions hereof shall be effective unless
      in
      writing and signed by the party against whom such waiver is sought to be
      enforced. Any waiver of the terms hereof shall be effective only in the specific
      instance and for the specific purpose given. The subsequent acceptance of rental
      payments hereunder by Lessor shall not be deemed a waiver of any prior existing
      breach by Lessee regardless of Lessor's knowledge of such prior existing breach
      at the time of acceptance of such rental payments. Where permitted by law,
      Lessee authorizes any attorney of record, Clerk of Court or Prothonotary of
      any
      state to appear for and confess judgment (a) against Lessee for all amounts
      as
      to which Lessee is in default under this Agreement and (b) against Lessee in
      any
      action for writ of replevin or possession of the Equipment. No bond shall be
      required.

    


    (g)
      Lessor is hereby authorized by Lessee to cause this Lease or other instruments,
      including Uniform Commercial Code Financing Statements to be filed or recorded
      for the purpose of showing Lessor's interest in the Equipment and Lessee agrees
      that Lessor may execute such instruments for and on behalf of Lessee. All filing
      fees reasonably incurred by Lessor in connection therewith and filing fees
      incurred by Lessor's assignees in perfecting security interests shall be paid
      by
      Lessee or reimbursed to Lessor by Lessee.

    


    (h)
      No
      consent or approval provided for herein shall be binding upon Lessor unless
      signed on its behalf by an officer of Lessor. THIS LEASE AND EACH EQUIPMENT
      SCHEDULE SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF CONNECTICUT AND
      SHALL
      BE GOVERNED IN ALL RESPECTS BY THE LAWS OF SUCH STATE. The Lessee accepts for
      itself the non-exclusive jurisdiction of any Federal or State court of competent
      jurisdiction in the State of Connecticut in any action, suit or proceeding
      of
      any kind against it which arises out of or by reason of this Lease or any
      Equipment Schedule.

    


    (i)
      Lessee acknowledges that the late payment by Lessee to Lessor of monthly rental
      and other sums due hereunder will cause Lessor harm and to incur costs not
      contemplated by this Lease, the precise amount and severity of which will be
      difficult to ascertain. Such costs include, but are not limited to,
      administrative, accounting and legal charges which Lessor may incur due to
      such
      late payment. Accordingly, if any monthly rent or any other sum due from Lessee
      shall not be received by Lessor or Lessor's assignee within thirty (30) days
      after the same is due, Lessee shall pay to Lessor or Lessor's assignee a late
      charge equal to five per cent (5%) of such overdue amount monthly until such
      overdue amount is paid. Lessee acknowledges that such late charge represents
      a
      fair and reasonable estimate of the cost Lessor will incur by reason of a late
      payment by Lessee. Acceptance of such late charge by Lessor shall in no event
      constitute a waiver of Lessee's default, if any, with respect to such overdue
      amounts, nor prevent Lessor from exercising any of the other rights and remedies
      which Lessor may have pursuant to this Lease.

    


    (j)
      The
      obligations which Lessee is required to perform during the term of this Lease
      shall survive the expiration or other termination of this Lease.

    


    (k)
      Lessee will promptly execute and deliver to Lessor such further documents and
      assurances and take such further action as Lessor may reasonably request in
      order to effectuate the intent and purpose of this Lease and to establish and
      protect the rights, interests and remedies intended to be created in favor
      of
      Lessor hereunder, including without limitation, the execution and filing of
      financing statements and continuation statements with respect to this Lease,
      the
      Equipment and any Equipment Schedule. Lessee authorizes Lessor to effect any
      such filing and Lessor's reasonable expenses (together with the reasonable
      expenses of Lessor's assignees in this regard) shall be payable by Lessee on
      demand.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              LESSOR:

            	 	
              LESSEE:

            
	 	 	 
	
              Leasing
                Technologies International, Inc.

            	 	
              NeoGenomics,
                Inc.

            
	 	 	 	 	 
	
              BY:

            	
              /s/
                Richard Livingston

            	 	
              BY:

            	
              /s/
                Robert P. Gasparini

            
	 	 	 	 	 
	
              NAME:

            	
              Richard
                Livingston

            	 	
              NAME:

            	
              Robert
                P. Gasparini

            
	 	 	 	 	 
	
              TITLE:

            	
              Vice
                President 

            	 	
              TITLE:

            	
              President
                & Chief Scientific Officer

            
	 	 	 	 	 
	
              DATE:

            	
              November
                5, 2008

            	 	
              DATE:

            	
              November
                5. 2008

            


    

    


    COUNTERPART
      NO. ___ OF ___ EXECUTED COUNTERPARTS.  TO THE EXTENT THAT THIS LEASE
      AGREEMENT SHALL CONSTITUTE CHATTEL PAPER, NO SECURITY INTREST HEREIN MAY BE
      CREATED OR PERFECTED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART
      OTHER
      THAN COUNTERPART NO. 1.