Exhibit
      10.30

    GUARANTY
      AGREEMENT

     

    THIS
      GUARANTY AGREEMENT is entered into this 5th
      day
      of November,
      2008, between NeoGenomics, Inc. a Nevada company, with its principal place
      of
      business at _________________________ __________________("Guarantor") and
      Leasing Technologies International, Inc., with its principal place of business
      at 221 Danbury Road, Wilton, CT 06897 ("Lessor").

     

    WHEREAS,
      Lessor is contemplating entering into a certain Master Lease Agreement,
      including any and all riders and schedules thereto (hereinafter collectively
      referred to as the “Lease”) dated November 5, 2008 with NeoGenomics, Inc. a
      Florida Corporation (the “Lessee”). 

     

    WHEREAS,
      Lessor is unwilling to enter into said Lease unless Guarantor guarantees the
      performance of all Lessee’s obligations under the Lease.

     

    NOW
      THEREFORE, in consideration of the mutual covenants herein contained and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged and as an inducement to Lessor to enter into the Lease, the parties
      hereto agree as follows:

    


    1. Guarantee. The
      Guarantor hereby unconditionally guarantees the full, complete and prompt
      payment, performance and observance of all of Lessee’s obligations under the
      Lease. Guarantor agrees that this is a continuing guarantee and that it shall
      perform its obligations hereunder notwithstanding any modification, discharge
      or
      release of any of Lessee’s obligations under the Lease.

    


    2.
       Intentionally
      Omitted.

    


    3. Representations. Guarantor
      hereby represents and warrants that this Agreement constitutes a binding
      obligation of the Guarantor.

    


    4. Right
      to Cure. 
      Lessor
      hereby agrees that in the event of a default by Lessee under the Lease, Lessor
      shall give written notice of said default to Guarantor and Guarantor shall
      have
      the right to cure said default within ten (10) days from the mailing of such
      notice.

    


    5. Failure
      to Cure. In
      the
      event the Guarantor fails to cure a default within the ten (10) day period,
      then
      Lessor may, at its option, proceed directly against Guarantor for
      the 
      payment,
      performance or observance of any and all of Lessee's obligations under the
      Lease. Guarantor hereby waives any right to require Lessor: (i) to proceed
      against the Lessee; (ii) to proceed against or exhaust any security it may
      hold;
      or (iii) to pursue any other remedy available to it.

    


    6. Waiver. No
      delay
      on the part of Lessor in exercising any rights under this Agreement or failure
      to exercise the same shall operate as a waiver of such rights. No modification
      or waiver of the provisions of this Agreement shall be effective unless in
      writing and no such waiver shall be applicable and effective except in the
      specific instance for which it was given.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7. Partial
      Invalidity. The
      unenforceability or invalidity of any provision or provisions of this Agreement
      shall not operate to render any other provision or provisions herein contained
      unenforceable or invalid.

    


    8. Notice.
      Any
      notice given pursuant to this Agreement shall be in writing and shall be
      effective when sent by certified mail, return receipt requested and addressed
      to
      the party who is to receive such notice at the address set forth herein or
      at
      such other address as may be designated from time to time by proper
      notice.

    


    9. Benefit. This
      Agreement shall be binding upon the Guarantor, its successors and assigns and
      shall inure to the benefit of Lessor, its successors and assigns, including
      any
      successor assignees.

    


    10. Discharge. Nothing
      shall discharge or satisfy any of Guarantor's obligations hereunder except
      the
      full payment, performance and observance of all of Lessee's obligations under
      the Lease. Guarantor shall have no right of subrogation, reimbursement or
      indemnity whatsoever and no right or recourse to any of the assets of Lessee
      unless and until all of Lessee's obligations under the Lease have been paid,
      performed, and observed. In the event Lessor shall retain an attorney and/or
      resort to litigation to enforce its rights under this Guaranty, Lessor shall
      be
      entitled to collect and Guarantor shall pay to Lessor on demand all reasonable
      costs incurred in connection with such enforcement including, without
      limitation, reasonable attorney's fees.

    


    11. Entire
      Agreement. This
      Agreement constitutes the final written expression of all the terms of this
      Agreement and is a complete and exclusive statement of those terms.

    


    12. Authorization.  If
      Guarantor is a corporation, each individual executing the Guaranty on behalf
      of
      Guarantor represents and warrants that he/she is duly authorized to execute
      and
      deliver the Guaranty on behalf of Guarantor in accordance with a duly adopted
      resolution of Guarantor’s Board of Directors, and will, if requested by Lessor,
      deliver a certified copy of a duly adopted resolution of Guarantor’s Board of
      Directors authorizing the execution and delivery of the Guaranty.

    


    13. Guarantee
      Absolute and Unconditional. This
      Guaranty is to be absolute and unconditional irrespective of any lack of
      validity or enforceability of the Lease or the guarantee, or any other agreement
      or instrument relating thereto, or any other circumstance that might otherwise
      constitute a defense available to the Guarantor in respect to the guarantee.
      

    


    This
      Agreement 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.

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
      have executed this Guaranty Agreement this ___ day
      of ____,
      200__.

     

    
      
        
        

      

      
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              GUARANTOR:

            	
              NEOGENOMICS,
                INC.

            	 	
              LESSOR:

            	
              LEASING
                TECHNOLOGIES

            
	 	
              (Nevada
                Company)

            	 	
            	
              INTERNATIONAL,
                INC.

            


    

     

    
      	 	 	 	 	 
	
              By:

            	
              /s/
                Robert P. Gasparini

            	 	
              By:

            	
              /s/
                Richard Livingston

            
	 	 	 	 	 
	
              Title:
                

            	
              President
                & Chief Science Officer

            	 	
              Title:
                

            	
              Vice
                President

            


    

        

    ACKNOWLEDGEMENT

     

    
      	
              STATE
                OF

            	
              )

            
	
            	
              )
                SS.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

    Before
      me, the undersigned, on this ___ day of _____,
      200__,
      personally appeared ___________________________, to me known personally, and
      who
      being by me duly sworn, deposes and says that he/she is the
      _____________________ of     ,
      and
      that said instrument was signed on behalf of said corporation by authority
      of
      its Board of Directors, and he/she acknowledged said instrument to be the free
      act and deed of said corporation.

     

    
      	
              Notary
                Public

            
	
              My
                Commission Expires:

            


    

     

    
      
        
        

      

      
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