Exhibit
      10.31

    


    FIRST
      AMENDMENT TO REVOLVING CREDIT

    AND
      SECURITY AGREEMENT

     

    THIS
      FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Agreement”)
      is
      entered into on this 3rd day of November, 2008 (the “Effective
      Date”),
      by
      and among NEOGENOMICS,
      INC.,
      a
      Florida corporation (“Borrower”),
      NEOGENOMICS,
      INC.,
      a
      Nevada corporation (“Guarantor”,
      together with Borrower, individually, a “Credit
      Party”
and
      collectively, the “Credit
      Parties”)
      and
CAPITALSOURCE
      FINANCE LLC,
      a
      Delaware limited liability company (“Lender”)
      as
      agent for the lenders to the Credit Agreement.

    .

    RECITALS

     

    A. The
      Credit Parties and Lender have entered into that certain Revolving Credit and
      Security Agreement, dated as of February 1, 2008 (as may be amended, restated,
      supplemented or otherwise modified from time to time, the “Credit
      Agreement”).

     

    B. The
      Credit Parties have requested that Lender agree to make certain amendments
      to
      the Credit Agreement. Lender has agreed to this request on the conditions set
      forth in this Agreement.

     

    C. Pursuant
      to the terms and conditions of this Agreement, the Credit Parties and the Lender
      have agreed to amend certain provisions of the Credit Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises herein contained and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties, intending to be legally bound, agree as
      follows:

     

    AGREEMENT

     

    ARTICLE
      I
      - DEFINITIONS

     

    1.01 Definitions.
      Capitalized terms used in this Agreement are defined in the Credit Agreement,
      as
      amended hereby, unless otherwise stated.

     

    ARTICLE
      II-WAIVER

     

    2.01 Waiver.
      

     

    (a) An
      Event
      of Default has occurred as a result of the failure of Borrower to maintain
      Minimum Cash Velocity required by Section 2 of Annex 1 of the Credit Agreement
      for the period ended June 30, 2008 (the “Specified
      Event of Default”).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Subject
      to the conditions contained herein, Lender hereby waives the Specified Event
      of
      Default as of the date that it was first discovered by Borrower. Except as
      expressly set forth herein with respect to the Specified Event of Default,
      this
      letter agreement shall not be deemed to be a waiver of any Default or Event
      of
      Default. The waivers set forth herein shall not preclude the future exercise
      of
      any other right, power, or privilege available to Lender whether under the
      Agreement, the Loan Documents or otherwise.

     

    (c) The
      occurrence of the Specified Event of Default shall not be deemed to result
      in
      non-compliance with the financial covenants for purposes of Clause (ii) of
      Section 3 of Annex 1 of the Loan Agreement.

     

    ARTICLE
      III–
      AMENDMENT

     

    3.01 Amendment
      to Section 9.13 of the Credit Agreement.
      Effective as of the Effective Date, Section
      9.13
      of the
      Credit Agreement is hereby amended by deleting “$100,000” and replacing it with
“$250,000”.

     

    ARTICLE
      IV
      - CONDITIONS PRECEDENT

     

    4.01 Conditions
      to Effectiveness.
      The
      effectiveness of this Agreement against Lender is subject to the satisfaction
      of
      the following conditions precedent in a manner satisfactory to Lender in its
      sole discretion, unless specifically waived in writing by Lender:

     

    Lender
      shall have received each of the following, each in form and substance
      satisfactory to Lender, in its sole discretion, and, where applicable, each
      duly
      executed by each party thereto, other than Lender:

     

    
      	 	
              (i)

            	
              this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              all
                other documents Lender may request with respect to any matter relevant
                to
                this Agreement or the transactions contemplated
                hereby.

            


    

     

    ARTICLE
      V-
      RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

     

    5.01 Ratifications.
      The
      terms and provisions set forth in this Agreement shall modify and supersede
      all
      inconsistent terms and provisions set forth in the Credit Agreement and the
      Loan
      Documents, and, except as expressly modified and superseded by this Agreement,
      the terms and provisions of the Credit Agreement and the Loan Documents are
      ratified and confirmed and shall continue in full force and effect. The Credit
      Parties hereby ratify and confirm that the Liens granted under the Credit
      Agreement secure all obligations and indebtedness now, hereafter or from time
      to
      time made by, owing to or arising in favor of Lender pursuant to the Loan
      Documents (as now, hereafter or from time to time amended). The Credit Parties
      and Lender agree that the Credit Agreement and the Loan Documents, as amended
      hereby, shall continue to be legal, valid, binding and enforceable in accordance
      with their respective terms.


    
      
         

      

      
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    5.02 Representations
      and Warranties.
      The
      Credit Parties hereby, jointly and severally, represent and warrant to Lender
      that: 

     

    (a) The
      representations and warranties made by the Credit Parties (other than those
      made
      as of a specific date) contained in the Credit Agreement, as amended hereby,
      and
      each Loan Document are true and correct in all material respects (except that,
      for those representations and warranties already qualified by concepts of
      materiality, those representations and warranties shall be true and correct
      in
      all respects) on and as of the date hereof and as of the date of execution
      hereof as though made on and as of each such date;

     

    (b) No
      Default or Event of Default under the Credit Agreement, as amended hereby,
      has
      occurred and is continuing, except for the Specified Event of
      Default;

     

    (c) No
      Borrower has amended its certificate of incorporation or bylaws (or any other
      equivalent governing agreement or document), as applicable, since the date
      of
      the Credit Agreement; 

     

    ARTICLE
      VI
      - MISCELLANEOUS PROVISIONS

     

    6.01 Survival
      of Representations and Warranties.
      All
      representations and warranties made in the Credit Agreement, or any Loan
      Document, including, without limitation, any document furnished in connection
      with this Agreement, shall survive the execution and delivery of this Agreement
      and the Loan Documents, and no investigation by Lender or any closing shall
      affect the representations and warranties or the right of Lender to rely upon
      them.

     

    6.02 Reference
      to Credit Agreement.
      Each of
      the Credit Agreement and the Loan Documents, and any and all Loan Documents,
      documents or instruments now or hereafter executed and delivered pursuant to
      the
      terms hereof or pursuant to the terms of the Credit Agreement, as amended
      hereby, are hereby amended so that any reference in the Credit Agreement and
      such Loan Documents to the Credit Agreement shall mean a reference to the Credit
      Agreement, as amended hereby.

     

    6.03 Expenses
      of Lender.
      As
      provided in the Credit Agreement, the Credit Parties agree to pay on demand
      all
      costs and expenses incurred by Lender in connection with the preparation,
      negotiation, and execution of this Agreement and the Loan Documents executed
      pursuant hereto and any and all amendments, modifications, and supplements
      thereto, including, without limitation, the reasonable costs and fees of
      Lender’s legal counsel, and all costs and expenses incurred by Lender in
      connection with the enforcement or preservation of any rights under the Credit
      Agreement, as amended hereby, or any Loan Documents, including, without,
      limitation, the reasonable costs and fees of Lender’s legal
      counsel.

     

    6.04 Severability.
      Any
      provision of this Agreement held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Agreement and the effect thereof shall be confined to the provision so held
      to
      be invalid or unenforceable.


    
      
         

      

      
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    6.05 Successors
      and Assigns.
      This
      Agreement is binding upon and shall inure to the benefit of Lender and the
      Credit Parties and their respective successors and assigns, except that the
      Credit Parties may not assign or transfer any of their rights or obligations
      hereunder without the prior written consent of Lender.

     

    6.06 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which when so
      executed shall be deemed to be an original, but all of which when taken together
      shall constitute one and the same instrument. Any signature delivered by a
      party
      by facsimile or other electronic transmission shall be deemed to be an original
      signature hereto.

     

    6.07 Effect
      of Waiver.
      No
      consent or waiver, express or implied, by Lender to or for any breach of or
      deviation from any covenant or condition by the Credit Parties shall be deemed
      a
      consent to or waiver of any other breach of the same or any other covenant,
      condition or duty.

     

    6.08 Headings.
      The
      headings, captions, and arrangements used in this Agreement are for convenience
      only and shall not affect the interpretation of this Agreement.

     

    6.09 Applicable
      Law.
      THIS
      AGREEMENT AND ALL LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO
      HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE CHOICE OF LAW SET FORTH IN THE CREDIT
      AGREEMENT.

     

    6.10 Final
      Agreement.
      THE
      CREDIT AGREEMENT AND THE LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT
      THE
      ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
      ON
      THE DATE THIS AGREEMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE LOAN
      DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION,
      WAIVER, RELEASE OR AGREEMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE MADE,
      EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE CREDIT PARTIES AND
      LENDER.

     

    
      
         

      

      
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    6.11 Release.
      THE
      CREDIT PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM,
      OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT
      CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO
      REPAY
      THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
      FROM LENDER. THE CREDIT PARTIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND
      FOREVER DISCHARGE LENDER AND LENDERS, AND ANY OF THEIR RESPECTIVE PREDECESSORS,
      AGENTS, ATTORNEYS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS, FROM ALL
      POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
      AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
      SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
      EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT
      IS
      EXECUTED, WHICH THE CREDIT PARTIES MAY NOW OR HEREAFTER HAVE AGAINST LENDER,
      OR
      ANY OF THEIR RESPECTIVE PREDECESSORS, ATTORNEYS, AGENTS, EMPLOYEES, AFFILIATES,
      SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
      ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE,
      AND
      ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
      CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF
      THE
      HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
      THE CREDIT AGREEMENT OR LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF
      THIS AGREEMENT.

     

    [REMAINDER
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    IN
      WITNESS WHEREOF, this Agreement has been executed and is effective as of the
      date first written above.

     

    
      	 	
              BORROWER:

            
	 	 
	 	
              NEOGENOMICS,
                INC.,
                a
                Florida corporation

            
	 	 
	 	
              By:
                /s/
                Steven C.
                Jones                                        
                       

              Name:
                Steven
                C. Jones

              Title:
                Acting
                Principal Financial Officer

            
	 	 
	 	 
	 	
              GUARANTOR:

            
	 	 
	 	
              NEOGENOMICS,
                INC.,
                a
                Nevada corporation

            
	 	 
	 	
              By:
                /s/
                Steven C.
                Jones                                               
                

              Name:
                Steven
                C. Jones

              Title:
                Acting
                Principal Financial Officer

            
	 	 
	 	 
	 	
              LENDER:

            
	 	 
	 	
              CAPITALSOURCE
                FINANCE LLC, as
                agent for the lenders

               

              By:
                /s/
                Arturo
                Velez                                                     
                

              Name:
                Arturo
                Velez

              Title:
                Authorized
                Representative

            


    

     

    
      
         

      

      
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