Exhibit
10.41                                          

     

    November
3, 2009

    


    George
Cardoza

    


    Dear
George,

    


    On behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Chief Financial Officer position to
you.  If the following terms are satisfactory, please countersign this
letter (the “Agreement”) and return a copy to me at your earliest
convenience.

    


    
      	
              Position:

            	
              Chief
      Financial Officer.

            


    

    


    
      	
              Duties:

            	
              As
      Chief Financial Officer, you will report to the Chief Executive Officer of
      the Company or such other person as may be appointed by the CEO and you
      will be responsible for the administrative, financial, and risk management
      operations of the company, to include the development of a financial
      strategy, metrics tied to that strategy, and the ongoing development and
      monitoring of control systems designed to preserve company assets and
      report accurate financial results in addition to other duties as may be
      assigned to you by the CEO of the Company or the Board’s designee in the
      absence of the CEO.

            


    

    


    
      	
              Start
    Date:

            	
              On
      or before December 1, 2009.

            


    

    


    
      	
              Base
    Salary:

            	
              $190,000/year,
      payable bi-weekly.  The parties agree that this salary is for a
      full-time position. Thereafter, increases in base salary may occur
      annually at the discretion of the CEO of the Company with the approval of
      the Compensation Committee of the Board of
  Directors.

            


    

    
      	
              Relocation:

            	
              You
      will be eligible for relocation assistance should you agree to establish a
      residence in the greater Fort Myers area no later than December 1,
      2010.  Please refer to the terms in the attached Relocation
      Agreement.

            


    

    


    
      	
              Bonus:

            	
              Beginning
      with the fiscal year ending December 31, 2010, you will be eligible to
      receive an incentive bonus payment which will be targeted at 30% of your
      Base Salary based on 100% achievement of goals as agreed upon between you
      and the CEO of the Company and approved by the Board of Directors for such
      fiscal year.

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                     

                                    NeoGenomics Laboratories Florida

                                  	 
      	 
      	
                                     

                                    NeoGenomics Laboratories California

                                  
	
                                    12701 Commonwealth Drive, Suite 5    •   Fort Myers, FL 33913

                                  	 
      	 
      	
                                    6 Morgan, Suite 150   •   Irvine, CA 92618

                                  
	
                                    Telephone: (866) 776-5907    •   Fax: (239) 768-0711

                                  	 
      	 
      	
                                    NeoGenomics Laboratories Tennessee

                                  
	
                                    www.neogenomics.org

                                  	 
      	 
      	
                                    618 Grassmere Park Drive Unit 20   •   Nashville, TN 37211

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Benefits:

            	
              You
      will be entitled to participate in all medical and other benefits that the
      Company has established for its employees in accordance with the Company’s
      policy for such benefits at any given time.  Other benefits may
      include but not be limited to: short term and long term disability,
      dental, a 401K plan, a section 125 plan and an employee stock purchase
      plan.

            


    

    


    
      	
              Paid Time
      Off:

            	
              You
      will be eligible for 4 weeks of paid time off (PTO)/year (160 hours),
      which will accrue on a pro-rata basis beginning from your hire date and be
      may carried over from year to year.  It is company policy that
      when your accrued PTO balance reaches 160 hours, you will cease accruing
      PTO until your accrued PTO balance is 120 hours or less – at which point
      you will again accrue PTO until you reach 160 hours. You are eligible to
      use PTO after completing 3 months of employment.   In
      addition to paid time off, there are also 6 paid national holidays and 1
      “floater” day available to you.

            


    

    


    
      	
              Stock
      Options:

            	
              You
      will be granted stock options to purchase up to 150,000 shares of the
      common stock of the Company’s publicly-traded holding company,
      NeoGenomics, Inc., a Nevada corporation, at an exercise price equivalent
      to the closing price per share at which such stock was quoted on the
      NASDAQ Bulletin Board on the day prior to your Start
      Date.    The grant of such options will be made
      pursuant to the Company’s stock option plan then in effect and will be
      evidenced by a separate Option Agreement, which the Company will execute
      with you within 60 days of receiving a copy of the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement which has
      been executed by you.  So long as you remained employed by the
      Company, such options will have a five-year term from the grant date and
      will vest according to the following
schedule:

            


    

    


    Time-Based
Vesting

    


      37,500           at
your first year anniversary

      37,500           at
your second year anniversary

      37,500           at
your third year anniversary

      37,500           at
your fourth year anniversary

    If for
any reason you resign prior to the time which is 12 months from your Start Date,
you will forgo all such options. Furthermore, you understand that the Company’s
stock option plan requires that any employee who leaves the employment of the
Company will have no more than three (3) months from their termination date to
exercise any vested options.

    


    The
Company agrees that it will grant to you the maximum number of Incentive Stock
Options (“ISO’s”) available under current IRS guidelines and that the remainder,
if any, will be in the form of non-qualified stock options.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              Termination

              Without
      Cause:

            	
               

              If
      the Company terminates you without “Cause” for any reason during the Term
      or any extension thereof, then the Company agrees that as severance it
      will continue to pay you your Base Salary and maintain your employee
      benefits for a period that is equal to six (6) months of your employment
      by the Company, beginning on the date of your termination
      notice.

            


    

    


    
      	
               
      

            	
              For
      the purposes of this letter agreement, the Company shall have “Cause” to
      terminate your employment hereunder upon:  (i) failure to
      materially perform

            


    

    


    
      	
               
      

            	
              and
      discharge your duties and responsibilities under this Agreement (other
      than any such failure resulting from incapacity due to illness) after
      receiving written notice and allowing you ten (10) business days to cure
      such failures, if so curable, provided, however, that after one such
      notice has been given to you, the Company is no longer required to provide
      time to cure subsequent failures under this provision, or (ii) any breach
      by you of the provisions of this Agreement; or (iii) misconduct which, in
      the opinion and sole discretion of the Company, is injurious to the
      Company; or (iv) any felony conviction involving the personal dishonesty
      or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse
      which prevents you from performing your duties in any manner, or (vi) any
      material misappropriation, embezzlement or conversion of the Company’s or
      any of its subsidiary’s or affiliate’s property or business opportunities
      by you; or (vii) willful misconduct by you in respect of your duties or
      obligations under this Agreement and/or the Confidentiality,
      Non-Solicitation, and Non-competition
Agreement.

            


    

    


    
      	
               
      

            	
              You
      acknowledge and agree that any and all payments to which you are entitled
      under this Section are conditioned upon and subject to your execution of a
      general waiver and release, in such reasonable form as counsel for each of
      the Company and you shall agree upon, of all claims you have or may have
      against the Company.

            


    

    


    
      	
              
                Confidentiality,

              

            	
               

            


    

    
      	
              
                Non-Compete,
      &

              

            	
               

            


    

    
      	
              Work
      +Products:

            	
              You
      agree that prior to your Start Date, you will execute the Company’s
      Confidentiality, Non-Competition and Non-Solicitation Agreement attached
      to this letter as Exhibit 1.  You understand that if you should
      fail to execute such Confidentiality, Non-Competition and Non-Solicitation
      Agreement in the agreed-upon
      form, it will be grounds for revoking this offer and not hiring
      you.  You understand and acknowledge that this Agreement shall
      be read in pari
      materia with the Confidentiality, Non-Competition and
      Non-Solicitation Agreement and is part of this
      Agreement.

            


    

    
      
      

    

    


    
      	
              
                Executive’s 

              

            	
               

            


    

    
      	
              Representations:

            	
              You
      understand and acknowledge that this position is an officer level position
      within NeoGenomics.  You represent and warrant, to the best of
      your knowledge, that nothing in your past legal and/or work experiences,
      which if became broadly known in the marketplace, would impair your
      ability to serve as an officer of a public company or materially damage
      your credibility with public shareholders.  You further
      represent and warrant, to the best of your knowledge, that, prior to
      accepting this offer of employment, you have disclosed all material
      information about your past legal and work experiences that would be
      required to be disclosed on a Directors’ and Officers’ questionnaire for
      the purpose of determining what disclosures, if any, will need to be made
      with the SEC.  Prior to the Company’s next public filing, you
      also agree to fill out a Director’s and Officer’s questionnaire in form
      and substance satisfactory to the Company’s counsel.   You
      further represent and warrant, to the best of your knowledge, that you are
      currently not obligated under any form of non-competition or
      non-solicitation agreement which would preclude you from serving in the
      position indicated above for NeoGenomics or soliciting business
      relationships for any laboratory services from any potential customers in
      the United States.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      
        	
                Miscellaneous:

              	
                (i)

              	
                This
      Agreement supersedes all prior agreements and understandings
      between   the parties and may not be modified or terminated
      orally.  No modification or attempted waiver will be valid
      unless in writing and signed by the party against whom the same is sought
      to be enforced.

              


      

    

    


    
      	
            	
              (ii)

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

            


    

    


    
      	
            	
              (iii)

            	
              This
      Agreement is the joint product of the Company and you and each
      provisionhereof has been subject to the mutual consultation, negotiation
      and agreement ofthe Company and you and shall not be construed for or
      against either partyhereto.

            


    

    


    
      	
            	
              (iv)

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

            


    

    


    
      
        	
              	
                (v)

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

              


      

    

    


    
      (vi)
Within
three days of your start date, you will need to provide
documentation   verifying your legal right to work in the United
States.  Please understand that this offer of employment is contingent
upon your ability to comply with the employment verification requirements under
federal laws and that we cannot begin payroll until this requirement has been
meet.(vii) Employment with NeoGenomics is an “at-will” relationship and not
guaranteed for any term.  You or the Company may terminate employment
at anytime for any reason.

    

    


    (Signatures
Appear on the Next Page)


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    George, I
know that with your help we can build a world-class team to help drive this
company.  Welcome aboard!

    


    Sincerely,

    


    Douglas
M. VanOort

    Executive
Chairman and CEO

    


    Agreed
and Accepted:

    


    
      
        
          
            
              
                
                  
                    	  	 	  	 
	
                            George Cardoza

                          	 	
                            Date

                          	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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