EXHIBIT
      10.7

    


    AMENDED
      AND RESTATED

    SHAREHOLDERS'
      AGREEMENT

    


    This
      amended and restated Shareholders' Agreement ("Shareholders' Agreement"), dated
      as of March 23,
      2005 by
      and among NeoGenomics, Inc., a Nevada corporation having its principal offices
      at 12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913 (the "Company"),
      Michael Dent ("Dr. Dent"), Aspen Select Healthcare, LP (formerly known as MVP
      3,
      LP), a limited partnership organized under the laws of Delaware ("ASPEN"),
      John
      Elliot, Steven Jones, and Larry Kuhnert (collectively, the "Individual
      Investors"). Dr. Dent, ASPEN and the Individual Investors may be referred to
      herein individually as a "Shareholder" and collectively as the "Shareholders."
      This Shareholders’ Agreement replaces and supercedes the original Shareholders’
Agreement between the parties, executed on April 15, 2003. 


    


    WITNESSETH:

    


    WHEREAS,
      the Shareholders own shares (the "Shares") of the issued and outstanding common
      stock, par value $0.001 per share (the "Common Stock") of the Company in the
      amounts set forth opposite their names on Schedule "A" attached to this
      Agreement; 

    


    WHEREAS,
      ASPEN, the Company and NeoGenomics, Inc., a Florida corporation and a wholly
      owned subsidiary of the Company, are entering into a certain Loan Agreement,
      dated as of March 23, 2005 (the "Loan Agreement"); and

     

    WHEREAS,
      the Company and Shareholders believe it to be in their best interests to provide
      for the continuity of management and policies of the Company by imposing certain
      restrictions and obligations on themselves and the outstanding Shares of the
      Company. 

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein set forth and subject
      to the terms and conditions hereof, the parties agree as follows:

    


    ARTICLE
      I

     

    MANAGEMENT
      OF THE COMPANY AND RELATED MATTERS

    


    1.1 Management
      and Operation of the Company.
      The
      responsibility for the overall management and operations of the Company shall
      be
      entrusted to its Board of Directors (the "Board"). The Company shall be
      administered in accordance with the purposes of this Agreement and in accordance
      with the bylaws of the Company and the laws of the State of Nevada.

    


    1.2 Board
      of Directors. 

    


    1.2.1 Number
      of Directors.
      The
      Shareholders agree that during the Term of this Agreement the Shareholders
      shall
      vote their Shares in favor of limiting the Board of Directors of the Company
      to
      no more than seven (7) members.

    


    1.2.2 Election
      of the Board of Directors.
      At each
      annual meeting of shareholders or any special meeting of shareholders called
      to
      elect Directors, the Shareholders agree to vote their respective Shares (whether
      now owned or hereinafter acquired) at all such meetings of the shareholders
      or
      pursuant to any written action or consent without a meeting in favor of the
      following nomination and election of directors:

    


    (i)
      The
      ASPEN Directors.
      Three
      (3) directors chosen by ASPEN (the "ASPEN Directors") to the Company's Board
      of
      Directors.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    (ii)
      The
      Dent/Management Director.
      Dr.
      Dent and the Executive Management of the Company shall have the right to
      nominate and elect one (1) director (the "Dent/Management Director") to the
      Company's Board of Directors. The right of Dr. Dent and the Executive Management
      to appoint the Dent/Management Director will expire upon the earlier of: (i)
      Dr.
      Dent's resignation as an officer or Director of the Company; or (ii) the sale
      by
      Dr. Dent of more than fifty percent (50%) of the Shares he holds as of the
      date
      of this Agreement. 

    


    (iii)
      The
      ASPEN Independent Director.
      One (1)
      independent, non-employee director to the Company’s Board of Directors chosen by
      ASPEN and that is mutually acceptable to the rest of the Company’s then Board of
      Directors (the “ASPEN Independent Director”). 

    


    1.2.3 Non-voting
      Observers. At
      any
      time that less than three ASPEN Directors serve on the Company's Board of
      Directors, ASPEN shall be entitled to appoint a number of non-voting observers
      to the Board, and such observers shall be entitled to notice of and attendance
      at all Board meetings, advance copies of all consents provided to directors
      for
      execution, and access to all information made available to the Board. Such
      number of non-voting observers shall be equal to three minus the number of
      ASPEN
      Directors actually on the Board of Directors at any given time. Such observers
      shall incur no liability as directors for serving in their capacity as
      non-voting observers, but shall in their capacity as non-voting observers be
      eligible for indemnification by the Company to the same extent as any Board
      member. ASPEN shall be entitled to appoint, re-appoint, remove, replace, and
      fill any vacancy arising from the death, disability, resignation, or removal
      by
      ASPEN of any such observer. The Company shall not have the right to remove
      any
      such observer, but the Company shall be entitled to request that ASPEN replace
      any observer that the Company, in good faith, believes improperly impairs the
      function of the Board, to which request ASPEN shall give due
      consideration.

     

    1.2.4 Term;
      etc.
      Dr.
      Dent, ASPEN and the Individual Investors shall vote their respective shares
      of
      stock for the persons nominated as directors in accordance with this Section
      1.2
      and who otherwise meet the standards for qualification set forth herein;
      provided that, notwithstanding anything else contained herein, the Shareholders
      shall not be required to vote their shares in favor of, and shall be entitled
      to
      remove, any director nominee who has: (i) been convicted of, or entered a plea
      of guilty or nolo contendere to, a felony or misdemeanor involving fraud,
      embezzlement, theft or dishonesty or other criminal conduct against Company,
      (ii) has died or been judicially declared incompetent or of unsound mind, (iii)
      unexcused absences from three (3) consecutive Board meetings or (iv) been
      terminated "for cause" (as such term is defined therein) pursuant to any written
      employment agreement or consulting agreement between such director and the
      Company. Each person nominated as a director must be at least twenty-one (21)
      years of age. All directors shall serve for one (1) year terms, or until their
      earlier death, resignation, or removal or until re-elected at any annual or
      special meeting of the Shareholders in accordance with the foregoing procedures
      and requirements of this Section. Any director of the Company may be removed
      with or without cause, at any time, by majority vote (or written action) of
      the
      Shareholder group who nominated and elected such director. Any vacancy on the
      Board of Directors shall be filled by the Shareholder group who nominated and
      elected such director through the holding of a special meeting of Shareholders
      or pursuant to a written action or consent in lieu of a special meeting.


    


    The
      officers of the Company shall have such powers and duties as prescribed by
      the
      Board and the Company's bylaws and, if applicable, as set forth in such
      officer's employment agreement with the Company.

    


    1.3 Capitalization.
      The
      Company represents that the current capitalization of the Company is as
      follows: 

    


    (a) Common
      Stock:
      There
      are currently one hundred million (100,000,000) authorized shares of Common
      Stock, par value $.001 per share, of which 21,803,371 shares are issued and
      outstanding. 

    


    (b) On
      a
      Fully-Diluted Basis:
      Except
      for (i) unexercised employee options and stock awards totaling 1,782,329 shares
      under the Company’s 2003 Equity Incentive Plan, (ii) 650,000 options that the
      Company intends to issue to two new officers of the Company once the option
      plan
      has been amended, and (iii) warrants to acquire 171,800 shares at $0.01/share
      that have been awarded to two consultants of the Company, and (iv) warrants
      to
      acquire up to 250,000 shares at $0.25/share based on meeting certain performance
      milestones, which the Company issued to a consultant, there are not outstanding
      any options, warrants, rights (including conversion or preemptive rights),
      or
      agreements for the purchase or acquisition from the Company or, to the knowledge
      of the Company from any shareholder, of any shares of the capital stock of
      the
      Company. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

     

    RESTRICTIONS
      ON SHAREHOLDERS' TRANSFERS OF SHARES


     

    2.1 Restrictions
      on Sales of Stock by Shareholders

     

    (a)
      Subject to Section 2.1(b), the Shareholders shall not sell, assign, transfer,
      convey or otherwise dispose of (a "Sale") any of their Shares, whether now
      owned
      or hereafter acquired, unless they have complied with the provisions of Section
      2.2 hereof (in the case of Dr. Dent) and then, to the extent applicable, with
      the provisions of Sections 2.3 and/or 2.4 hereof. 

     

    (b)
      Any
      Sale or attempted Sale of Stock in violation of any provision of this Agreement
      shall be void, and the Company shall not record such Sale on its books or treat
      any purported transferee of such Stock as the owner of such Stock for any
      purpose.

     

    2.2
       Rights
      of First Offer.
      Subject
      to Section 2.2(f), in addition to and not in limitation of any other
      restrictions on Sales of Shares contained in this Agreement, any Sale of Stock
      by Dr. Dent shall be consummated only in accordance with the following
      procedures:

     

    (a)
      Dr.
      Dent shall first deliver to the Company and the Individual Investors a written
      notice (a "RFR
      Offer Notice"),
      which
      shall (i) state Dr. Dent's intention to sell Shares to one or more persons,
      the
      amount and type of Shares to be sold (the "Subject
      Shares"),
      the
      purchase price therefor and a summary of the other material terms of the
      proposed Sale and (ii) offer the Company and the Individual Investors the option
      to acquire all or a portion of such Subject Shares upon the terms and subject
      to
      the conditions of the proposed Sale as set forth in the RFR Offer Notice (the
      "RFR
      Offer"),
      provided that such RFR Offer may provide that it must be accepted by the Company
      and the Individual Investors (in the aggregate) on an all or nothing basis
      (an
      "All
      or
      Nothing Sale").
      The
      RFR Offer shall remain open and irrevocable for the periods set forth below
      (and, to the extent the RFR Offer is accepted during such periods, until the
      consummation of the Sale contemplated by the RFR Offer). The Company shall
      have
      the right and option, for a period of 15 days after delivery of the RFR Offer
      Notice (the "Company
      RFR Acceptance Period"),
      to
      accept all or any part of the Subject Shares at the purchase price and on the
      terms stated in the RFR Offer Notice, provided that the Company may accept
      less
      than all of the Subject Shares, in an All or Nothing Sale, only if all of the
      remaining Subject Shares is accepted by the Individual Investors as set forth
      below. Such acceptance shall be made by delivering a written notice to Dr.
      Dent
      and to each of the Individual Investors within the Company RFR Acceptance
      Period.

     

    (b)
      If
      the Company shall fail to accept all of the Subject Shares offered for Sale
      pursuant to, or shall reject in writing, the RFR Offer (the Company being
      required to notify in writing Dr. Dent and each of the Individual Investors
      of
      its rejection or failure to accept in the event of the same), then, upon the
      earlier of the expiration of the Company RFR Acceptance Period or the giving
      of
      such written notice of rejection or failure to accept such offer by the Company,
      each Investor shall have the right and option, for a period of 30 days
      thereafter (the "Individual
      Investors RFR Acceptance Period"),
      to
      accept all or any part of the Subject Shares so offered and not accepted by
      the
      Company (the "Refused
      Stock")
      at the
      purchase price and on the terms stated in the RFR Offer Notice; provided,
      however,
      that,
      if the RFR Offer contemplated an All or Nothing Sale, the Individual Investors,
      in the aggregate, may accept, during the Investor RFR Acceptance Period, all,
      but not less than all, of the Refused Stock, at the purchase price and on the
      terms stated in the RFR Offer Notice. Such acceptance shall be made by
      delivering a written notice to the Company and Dr. Dent within the Individual
      Investors RFR Acceptance Period specifying the maximum number of shares such
      Investor will purchase (the "First
      Offer Shares").
      If,
      upon the expiration of the Individual Investors RFR Acceptance Period, the
      aggregate amount of First Offer Shares exceeds the amount of Refused Stock,
      the
      Refused Stock shall be allocated among the Individual Investors in proportion
      to
      their ownership of the Company's capital stock on a fully diluted
      basis.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    (c)
      If
      effective acceptance shall not be received pursuant to Sections 2.2(a) and/or
      2.2(b) above, within the periods specified above, with respect to all of the
      Subject Shares offered for Sale pursuant to the RFR Offer Notice, then Dr.
      Dent
      may sell all or any portion of the Shares so offered for Sale and not so
      accepted (or, in the case of an All or Nothing Sale, all of the Subject Shares
      offered for sale pursuant to the RFR Offer Notice), at a price not less than
      the
      price, and on terms not more favorable to the purchaser thereof than the terms,
      stated in the RFR Offer Notice at any time within 90 days after the expiration
      of the Individual Investors RFR Acceptance Period (the "Sale
      Period").
      To
      the extent Dr. Dent Sells all or any portion of the Shares so offered for Sale
      during the Sale Period, Dr. Dent shall promptly notify the Company, and the
      Company shall promptly notify the Individual Investors, as to (i) the number
      of
      Shares, if any, that Dr. Dent then owns, (ii) the number of Shares that Dr.
      Dent
      has sold, (iii) the terms of such Sale and (iv) the name of the owner(s) of
      any
      shares of Shares sold. In the event that all of the Shares are not sold by
      Dr.
      Dent during the Sale Period, the right of Dr. Dent to sell such unsold Stock
      shall expire and the obligations of this Section 2.2 shall be
      reinstated.

     

    (d)
      All
      Sales of Subject Shares to the Company and/or the Individual Investors subject
      to any one RFR Offer Notice shall be consummated contemporaneously at the
      offices of the Company on a mutually satisfactory business day within 30 days
      after the expiration of the Company RFR Acceptance Period or the Investor RFR
      Acceptance Period, as applicable, or such other time and/or place as the parties
      to such Sales may agree. The delivery of certificates or other instruments
      evidencing such Subject Shares duly endorsed for transfer shall be made on
      such
      date against payment of the purchase price for such Subject Shares.

     

    (e)
      Anything contained herein to the contrary notwithstanding, prior to any Sale
      of
      Shares by Dr. Dent pursuant to this Section 2.2, Dr. Dent shall, after complying
      with the provisions of this Section 2.2, comply with the provisions of Sections
      2.3 and 2.4 hereof, in each case as applicable.

     

    (f)
      Notwithstanding the provisions of Sections 2.2(a), (b) and (c), in the event
      that Dr. Dent shall propose to sell his Shares pursuant to provisions of Rule
      144, Dr. Dent shall first deliver to the Company and the Individual Investors,
      a
      written notice (a "RFR Offer Notice"), which shall (1) state that Dr. Dent
      intends to sell Shares pursuant to Rule 144, including the number of shares
      proposed to be sold (the "Subject Shares") and (ii) offer the Company and the
      Individual Investors the option to acquire all or any portion of any such Shares
      at the market price for the Shares on the date of such notice (the "RFR Offer").
      The RFR Offer shall remain open and irrevocable for the periods set forth below.
      The Company shall have the right and option for a period of ten days after
      delivery of the RFR Offer Notice, to accept all or any part of the Subject
      Shares at the purchase price described in the RFR Offer Notice. Such acceptance
      shall be made by delivering written notice to Dr. Dent and to each of the
      Individual Investors within the required period. If the Company shall fail
      to
      accept all of the Subject Shares offered for sale pursuant to the RFR Offer,
      then upon the expiration of the Company's acceptance period, each Individual
      Investor shall have the right and option, for a period of ten days thereafter,
      to accept all or any part of the Subject Shares so offered and not accepted
      by
      the Company at the purchase price described in the RFR Offer Notice. Such
      acceptance shall be made by delivering written notice to the Company and Dr.
      Dent within the required period specifying the maximum number of shares each
      such shareholder desires to purchase. If, the number of available shares exceeds
      the number available, the available number shall be allocated among the
      Individual Investors in proportion of their ownership of the Company's capital
      stock on a fully diluted basis. If the Company and the Individual Investors
      do
      not agree to purchase all of the Subject Shares offered for sale pursuant to
      the
      RFR Offer Notice within the time periods set forth above, Dr. Dent may sell
      all
      or any portion of the Subject Shares not purchased into the existing current
      public market, at such price as he may receive in the public market, for a
      period of 90 days after the expiration of the Individual Investor's rights.
      To
      the extent Dr. Dent sells all or any portion of the Subject Shares,
      Dr. Dent shall promptly notify the Company and the Company shall promptly
      notify the Individual Investors as to the number of Subject Shares which Dr.
      Dent has sold pursuant to this provision. In the event that all of the Subject
      Shares are not sold by Dr. Dent during this 90 day period, the right of Dr.
      Dent
      to sell such unsold Shares shall expire and the obligations of this Section
      2.2
      shall be reinstated as to such Shares. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    2.3 Right
      of Co-Sale.

    


    (a) If
      any
      Shareholder (an "RCS Selling Shareholder") proposes to sell any Shares ("Co-Sale
      Shares") to a party or group (a "Co-Sale Transferee") in a transaction or series
      of related transactions resulting in the Co-Sale Transferee for the first time
      controlling the power to vote more than 25% of the total votes for nominees
      to
      the Board, such RCS Selling Shareholder shall first give reasonable notice
      in
      reasonable detail to each other Shareholder in sufficient time to allow each
      other Shareholder to participate in the sale on the same terms and conditions
      as
      such RCS Selling Shareholder. To the extent any prospective Co-Sale
      Transferee(s) refuses to purchase shares or other securities from a Shareholder
      exercising its rights of co-sale hereunder, the RCS Selling Shareholder shall
      not sell to such prospective Co-Sale Transferee(s) any co-Sale Shares unless
      and
      until, simultaneously with such sale, the RCS Selling Shareholder shall purchase
      the offered shares or other securities from the other Shareholder.
      Notwithstanding the foregoing, this Section 2.2(a) shall not apply to
      (i) any pledge of Co-Sale Shares made pursuant to a bona fide loan
      transaction that creates a mere security interest; (ii) any transfer to the
      ancestors, descendants or spouse or to trusts for the benefit of such persons
      of
      a transferring Shareholder; (iii) any bona fide gift; provided that the
      transferring Shareholder shall inform the other Shareholders of such pledge,
      transfer or gift prior to effecting it; or (iv) any sale of Shares pursuant
      to
      Rule 144. Such transferred Co-Sale Shares will remain "Co-Sale Shares"
      hereunder, and such pledgee, transferee or donee shall be bound by the terms
      and
      provisions of this Agreement.

     

    2.4 Drag-Along
      Rights.

    


    (a) If
      at any
      time the Shareholders holding fifty percent or more of the Company's then
      outstanding shares of capital stock (the "DAR Selling Shareholders(s)") shall
      propose to undertake a sale of fifty percent (50%) or more of the Company's
      then
      issued and outstanding shares of capital stock to an unaffiliated third party
      or
      group in a single transaction or series of related transactions (a "Proposed
      Drag-Along Transaction"), then each Shareholder shall, if requested by such
      DAR
      Selling Shareholder(s), sell all of its Shares in such transaction on the same
      terms and for the same per Share consideration. Such DAR Selling Shareholder(s)
      shall give each other Shareholder written notice ("Drag-Along Notice") of any
      Proposed Drag-Along Transaction at least twenty (20) days prior to the date
      on
      which such Proposed Drag-Along Transaction shall be consummated, including
      the
      terms and conditions thereof, and each such other Shareholder shall have the
      obligation to sell its Shares on such same terms and conditions in accordance
      with the instructions set forth in such Drag-Along Notice. In such event, each
      Shareholder shall deliver the Share certificate(s) (accompanied by duly executed
      stock powers or other instrument of transfer duly endorsed in blank)
      representing the Shares to the Company or to an agent designated by the Company
      for the purpose of effectuating the transfer of the Shares to the purchaser
      and
      the disbursement of the proceeds of such transactions to the Shareholder(s).
      

    


    (b) Without
      limiting the generality of the foregoing, if the DAR Shareholders approve a
      sale
      (an "Approved Sale") structured as a merger or a consolidation or a sale of
      assets, then each Shareholder shall, if requested by the Company (i) vote for,
      consent to and/or not raise objections against such Approved Sale, (ii) waive
      (to the extent applicable) any dissenters, appraisal rights or similar rights
      in
      connection with a merger or consolidation, and (iii) take all necessary and
      desirable actions in connection with the consummation of the Approved Sale
      as
      reasonably requested by the Company, including, without limitation, exercising
      any warrants or conversion privileges. 

    


    (c) Any
      Shareholder required by the provisions of this Article II to transfer Shares
      shall not be required to make any representations and warranties in connection
      with such transfer or sale except as to good title and the absence of liens
      with
      respect to such Shares, the corporate or other existence of the Shareholder
      and
      the authority, form, validity and binding effect of, and the absence of any
      conflicts under the charter documents and material agreements of such
      Shareholder. No such Shareholder shall be required to provide any indemnity
      in
      connection with such Approved Sale except for indemnities for damages resulting
      from a breach of the above-stated representations and
      warranties.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    ARTICLE
      III

    RESTRICTIONS
      ON COMPANY'S ISSUANCE OF SHARES

     

    3.1. Preemptive
      Rights.
      

     

    (a) Except
      for the transactions identified on Schedule
      3.1,
      The
      Company hereby grants to each Shareholder, for a period of two (2) years from
      the date hereof, a preemptive right to purchase, on a pro rata basis and at
      the
      same price and upon the same terms as any other investors at such time, all
      or
      any part of any New Securities (as defined below) which the Company may, from
      time to time, propose to sell and issue subject to the terms and conditions
      set
      forth below. A Shareholder's pro rata share, for purposes of this subsection
      (a), shall equal a fraction, the numerator of which is the number of shares
      of
      Common Stock then held by such Shareholder on a fully-diluted basis, and the
      denominator of which is the total number of shares of Shares then held by all
      of
      the Shareholders on a fully-diluted basis.

     

    (b) "New
      Securities"
      shall
      mean any capital stock of the Company whether now authorized or not and rights,
      options or warrants to purchase capital stock, and securities of any type
      whatsoever which are, or may become, convertible into capital stock;
provided,
      however,
      that
      the term "New Securities" shall expressly not include (i) securities offered
      to
      the public pursuant to a Public Offering; (ii) securities issued for the
      acquisition of another corporation by the Company by merger, purchase of
      substantially all the assets of such corporation or other reorganization
      resulting in the ownership by the Company of not less than 51% of the voting
      power of such corporation; (iii) Common Stock issued to employees or consultants
      of the Company pursuant to a stock option plan, employee stock purchase plan,
      restricted stock plan or other employee stock plan or agreement approved by
      the
      Board of Directors of the Company (provided that the total number of shares
      to
      be issued under all such plans does not exceed 12.5% of the Company's shares
      outstanding as of the date of this Agreement); or (iv) securities issued as
      a
      result of any stock split, stock dividend or reclassification of Common Stock,
      distributable on a pro rata basis to all holders of Common Stock.

     

    (c) If
      the
      Company intends to issue New Securities, it shall give each Shareholder ten
      (10)
      days written notice of such intention, describing the type of New Securities
      to
      be issued, the price thereof and the general terms upon which the Company
      proposes to effect such issuance. Each Shareholder shall have thirty (30) days
      (the "Exercise Period") from the date of any such notice to agree to exercise
      its preemptive right by giving written notice to the Company stating the
      quantity of New Securities to be so purchased. Each Shareholder shall have
      a
      right of overallotment such that if any Shareholder fails to exercise his or
      its
      preemptive right hereunder, the other Shareholders may purchase such portion
      on
      a pro rata basis, by giving written notice to the Company within ten (10) days
      from the date that the Company provides written notice to the other Shareholders
      of the amount of New Securities with respect to which such nonpurchasing
      Shareholder has failed to exercise its or his right hereunder.

     

    (d) If
      any
      Shareholder or Shareholders fail to exercise the foregoing preemptive right
      with
      respect to any New Securities within the Exercise Period (or the additional
      ten
      day period provided for overallotments), the Company may thereafter sell any
      or
      all of such New Securities not agreed to be purchased by the Shareholders,
      at a
      price and upon general terms no more favorable to the purchasers thereof than
      specified in the notice given to each Shareholder pursuant to paragraph (c)
      above. In the event the Company has not sold such New Securities within a ninety
      (90) day period following expiration of the Exercise Period, the Company shall
      not thereafter issue or sell any New Securities without first offering such
      New
      Securities to the Shareholders in the manner provided above. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

     

    OTHER
      COVENANTS

    


    4.1 Dealings
      with Affiliates.
      The
      Company and its subsidiaries will not enter into any transaction with ASPEN,
      the
      Individual Investors, Dr. Dent or their affiliates, or any other officer or
      director of the Company or its subsidiaries, or any member of their respective
      immediate families or any corporation or other entity directly or indirectly
      controlled by one or more of such persons or members of their immediate
      families, except for transactions made for valid business purposes on terms
      and
      conditions which the independent directors of the Company conclude are
      reasonable and arm's length. When there are no independent directors on the
      Board, the members of the Board of Directors that do not have an interest in
      any
      such transaction being evaluated, will make such determination; including the
      transaction currently being contemplated whereby NeoGenomics will become the
      first customer of HCSS, LLC’s small laboratory network. As described on Schedule
      4.1, HCSS, LLC is a company co-owned by Dr. Dent and eTelenext, Inc.


    


    4.2 Indemnification. 

    


    (a)
      The
      Company agrees that, except as may be limited by applicable law, for six years
      from and after the date of this Agreement, the indemnification obligations
      set
      forth in the Company's bylaws as of the date of this Agreement, will not be
      amended, repealed or otherwise modified in any manner that would adversely
      affect the rights thereunder of the individuals who on or at any time prior
      to
      the date of this Agreement were entitled to indemnification thereunder with
      respect to matters occurring prior to the date of this Agreement.

    


    (b)
      In
      addition to, and not in lieu of the forgoing, the Company shall indemnify,
      defend and hold harmless all officers and directors of the Company as of the
      date of this Agreement (the "Indemnified Parties") to the fullest extent
      permitted by applicable law and in the bylaws of the Company, as in effect
      as of
      the date hereof, from and against all liabilities, costs, expenses and claims
      (including, without limitation reasonable legal fees and disbursements, which
      shall be paid, reimbursed or advanced by the Company in a manner consistent
      with
      the applicable provisions of the Company's bylaws) arising out of actions taken
      prior to the date of this Agreement in performance of their duties as directors
      and officers of the Company, in connection with the transactions contemplated
      by
      this Agreement, which may be asserted against the Indemnified Parties from
      and
      after the date of this Agreement, provided, however, that the Company shall
      not
      have the obligation hereunder to any Indemnified Party if the indemnification
      of
      such Indemnified Party in the manner contemplated hereby is determined pursuant
      to a final non-appealable judgment rendered by a court of competent jurisdiction
      to be prohibited by applicable law.


    


    ARTICLE
      V

    MISCELLANEOUS

    


    5.1. Specific
      Performance.
      Since
      it is impossible to measure in money the damages which would accrue by reason
      of
      a party's failure to perform any of its or his obligations under this Agreement.
      It is agreed that the parties hereto would be irreparably damaged in the event
      that this Agreement were not specifically enforced. Should, therefore, any
      dispute arise concerning the sale or disposition of any Shares, an injunction
      may be issued restraining the sale or disposition of such Shares pending the
      termination of such controversy. The purchase or sale of any Shares shall also
      be enforceable by a decree of specific performance. Such remedies shall not
      be
      exclusive, but shall be in addition to any other rights or remedies which the
      parties may have at law or in equity. 

    


    5.2. Termination.
      This
      Agreement shall automatically terminate upon the occurrence of any one of the
      following events:

    


    (a) Cessation
      of the Company's business;


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    (b) Bankruptcy,
      receivership, or dissolution of the Company; 

    


    (c) Voluntary
      agreement in writing among the Company and each of the Shareholders;
      or

    


    (d) The
      Company's completion of a public offering of its equity securities in which
      the
      gross proceeds to the Company are at least $10,000,000.

     

    5.3 Legend.
      Each
      Shareholder and the Company shall take all action necessary (including
      exchanging with the Company certificates representing Shares issued prior to
      the
      date hereof) to cause each certificate representing outstanding Shares to bear
      a
      legend containing the following words:

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR
      OTHERWISE DISPOSED OF UNLESS (A) REGISTERED UNDER SUCH ACT AND ANY APPLICABLE
      STATE SECURITIES AND "BLUE SKY" LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY
      TO NEOGENOMICS, INC. (THE "COMPANY") THAT SUCH REGISTRATION IS NOT NECESSARY
      HAS
      BEEN DELIVERED TO THE COMPANY. 

     

    IN
      ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
      PROVISIONS SET FORTH IN THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT DATED
      AS OF MARCH 21, 2005 BY THE COMPANY AND THE PARTIES THERETO, A COPY OF WHICH
      IS
      ON FILE IN THE OFFICE OF THE COMPANY."

    


    5.4. Notices. Any
      and
      all notices or other communications required or permitted to be given hereunder
      shall be given in writing by certified mail, return receipt requested, addressed
      in the case of the Company to its principal office, and in the case of a
      Shareholder to his address appearing on the stock books of the Company and,
      if
      to the Individual Investors, with a copy to:

    


    M.M,
      Membrado & Associates, PLLC

     

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Phone:
      (646) 486-9772

    Telecopier
      No.: (646) 486-9771

    Attn.: Michael
      Membrado, Esq.

    


    5.5. Partial
      Invalidity.
      If any
      portion of this Agreement shall be ruled or adjudicated invalid for any reason,
      that portion shall be deemed excised here from and the remainder of this
      Agreement shall continue in full force and effect unaffected by any such
      invalidity.

    


    5.6. Benefit
      and Binding Effect.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, legal representatives, successors and
      assigns. In the event that a Shareholder transfers any of its Shares to a third
      party, then, as a condition to such transfer, the third party shall enter into
      a
      counterpart of this Agreement and shall have all of the rights, and be subject
      to all of the duties and restrictions of a Shareholder under this Agreement,
      provided, however, that a transferee will not become a party to this Agreement,
      nor be subject to the duties and restrictions imposed on the Shareholders under
      this Agreement, if the transferee acquires the Shares in any of the following
      transfers:


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              (a)

            	
              the
                previous sale of MVP 3 of 400,000 shares where this requirement is
                now
                waived;

            


    

    


    
      	 	
              (b)

            	
              the
                previous transfer by Steven Jones of 366,666 to two trusts for the
                benefit
                of his Children;

            


    

    


    
      	 	
              (c)

            	
              a
                sale of any Shares pursuant to Rule
                144;

            


    

    


    
      	 	
              (d)

            	
              a
                sale pursuant to Section 2.4.; 

            


    

    


    
      	 	
              (e)

            	
              a
                sale by ASPEN of any of the 1,650,000 shares that ASPEN has granted
                or
                intends to grant an option upon; or

            


    

    


    
      	 	
              (f)

            	
              an
                offering registered under the Securities Act of 1933, as
                amended.

            


    

    


    Notwithstanding
      anything to the contrary contained in this Agreement, during the period between
      the date of this Agreement and March 31, 2007, Dr. Dent, for as long as he
      is
      either an Officer or Director, shall not transfer in excess of 500,000 Shares
      during any calendar year, unless (i) as a condition to such transfer, the third
      party receiving shares in excess of 500,000 during any such calendar year shall
      enter into a counterpart of this Agreement and shall have all of the rights,
      and
      be subject to all of the duties and restrictions of a Shareholder under this
      Agreement, or (ii) such transfer is made pursuant to Section 2.3 (Right of
      Co-Sale) hereof.

    


    5.7. Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed to be an original, and it shall not be necessary in making
      proof of this Agreement to produce or account for more than one such
      counterpart.

    


    5.8. Governing
      Law.
      The
      corporate laws of the State of Nevada shall govern all issues concerning the
      relative rights of the Company and its shareholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of Florida,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Florida or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State Florida.
      Each party hereby irrevocably submits to the jurisdiction of the Circuit Court
      for Collier County, Florida and the United States District Court for the Middle
      District of Florida, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

    


    5.9 Entire
      Agreement.
      Each
      party hereto acknowledges that it or he has read this Agreement, understands
      it,
      and agrees to be bound by its terms, and further acknowledges and agrees that
      it
      is the complete and exclusive statement of the agreement and understanding
      of
      the parties regarding the subject matter hereof, which supersedes and merges
      all
      prior proposals, agreements and understandings, oral and written, relating
      to
      the subject matter hereof. This Agreement may not be changed orally, but only
      by
      an agreement in writing signed by the party against whom enforcement of any
      waiver, change, modification, extension or discharge is sought.




    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


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

    


    
      	 	
              NEOGENOMICS, INC.

            
	 	 
	 	
              By:

            	
               
                /s/Robert Gasparini

            
	 	
              Name:   Robert Gasparini

            
	 	
              Title:    President

            
	 	 
	 	
              ASPEN SELECT HEALTHCARE, LP (Formerly

              Known as MVP 3, LP), a Delaware limited

              partnership

            
	 	 
	 	
              By:

            	
              Medical
                Venture Partners, LLC, a Delaware limited liability company, its
                General
                partner

            
	 	 
	 	
              By:

            	
              /s/Steven
                C. Jones

            
	 	
              Name:  Steven C. Jones

            
	 	
              Title:    Member

            
	 	 
	 	
              /s/Michael T. Dent, M.D.

            
	 	
              Michael T. Dent, M.D.

            
	 	 
	 	
              /s/John Elliot

            
	 	
              John Elliot

            
	 	 
	 	
              /s/Steven Jones

            
	 	
              Steven Jones

            
	 	 
	 	
              /s/Larry
                Kuhnert

            
	 	
              Larry
                Kuhnert

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    AMENDED
      AND RESTATED

    OWNERSHIP
      OF SHARES


    


    
      	
              Name

            	 	
              Number of Shares

            	 
	
              Aspen
                Select Healthcare, LP

            	 	 	
              9,903,279

            	
              (1)

            
	
              John
                Elliot

            	 	 	
              1,041,261

            	
              (2)

            
	
              Steven
                Jones

            	 	 	
              1,174,595

            	
              (3)

            
	
              Larry
                Kuhnert 

            	 	 	
              1,041,261

            	
              (4)

            
	
              Michael
                Dent 

            	 	 	
              2,490,634

            	
              (5)

            


    

    


    (1)
      9,303,279 shares originally purchases plus 1,000,000 shares purchased on 3/21/05
      from John Elliott and Larry Kuhnert minus 400,000 shares sold. 

    


    (2)
      1,541,261 shares originally purchased minus 500,000 shares sold to Aspen Select
      Healthcare, LP on 3/21/05.

    


    (3)
      1,541,261 shares originally purchased minus 500,000 shares sold to Aspen Select
      Healthcare, LP on 3/21/05.

     

    (4)
      1,541,261 shares originally purchased minus 366,666 shares transferred to two
      trusts for the benefit of Mr. Jones’s children.

    


    (5)
      2,385,000 original founders’ shares plus 105,634 shares issued in connection
      with services.


    


    Schedule
      4.1; NeoGenomics has entered into an agreement dated March 11, 2005 with HCSS,
      LLC to provide eTelenext Accessioning Application, AP Anywhere Application
      and
      CMQ Application. HCSS, LLC is a holding company created to build a small
      laboratory network for the 50 small commercial genetics laboratories in the
      United States. The opportunity that exists is that the small laboratories are
      too small to afford an elaborate laboratory information system (LIS) but are
      all
      in need of one. Each laboratory would be required to pay $152,000 in license
      fees plus monthly ASP service and Maintenance support fees to go direct to
      eTeleNext. Also the productivity of technologists in small laboratories is
      difficult to maintain year round and the small laboratory network will allow
      small laboratories to better utilize their staffing levels when business is
      busy
      or slow. Joseph Nollar, the owner of eTeleNext has invested the LIS applications
      with total license fees of $152,000 to be co-owner of HCSS, LLC. NeoGenomics
      signing up as the first customer of HCSS,LLC saves the company $152,000 in
      license fees and gets access to the much needed LIS system immediately (within
      12 weeks for installation). NeoGenomics only pays the monthly ASP service and
      maintenance fee and a membership fee of $6,000 per year and a monthly per test
      fee ranging from $10 for the first 50 tests to $2.50 per test from 150 – 1000
      tests per month. The current ownership structure is Dr. Dent owns 66.7% of
      HCSS,
      LLC and eTeleNext owns 33.3%.