Exhibit
10.42

     

    November
9, 2009

    


    Mr. Jack
Spitz

    951
Longwood Club Place

    Longwood,
FL 32750

    


    Dear
Jack,

    


    On behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Vice President of Laboratory
Operations 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:

              	 	
                Vice
      President (VP) of Laboratory Operations

              
	 
      	 	 
      
	
                Duties:

              	 	
                As
      VP of Lab Ops, you will report to the President of the Company or such
      other person as may be appointed by the President or CEO and you will be
      responsible for the laboratory’s technical, administrative and financial
      operations of the laboratory. This will include any/all lab sites the
      company has which currently include Ft. Myers, FL (corporate
      headquarters), Nashville, TN and Irvine, CA.  In addition you
      may be assigned other duties by the President or CEO, or by the Board’s
      designee in the absence of the President or CEO.

              
	 
      	 	 
      
	
                Start
      Date:

              	 	
                On
      or before December 7, 2009.

              
	 
      	 	 
      
	
                Base
    Salary:

              	 	
                $210,000/year,
      payable bi-weekly.  The parties agree that this salary is for a
      full-time position.  Increases in base salary may occur annually
      at the discretion of the President of the Company with the approval of the
      CEO and 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 the goals set forth for you by
      the President or CEO of the Company and approved by the Board of Directors
      for such fiscal year.  Such goals will have overall company
      performance targets and individual performance
  targets.

              


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                               

                              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    options
      will vest at the first year anniversary of your Start
  Date

                
	 
      	 	 
      
	 
      	 	
                  3,125      options
      will vest each month beginning on the 13th monthly anniversary of your
      Start Date and continuing on each monthly anniversary thereafter until the
      fourth anniversary of your Start Date

                
	 
      	 	 
      
	 
      	 	
                  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.

                


        

      

    


    
      
         


      

      
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                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.

              


      

    


    
      
         


      

      
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                  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
      them is declared invalid and/or unenforceable by a court of competent
      jurisdiction or an arbitrator, the remaining provisions shall not be
      affected.

                
	 
      	 	 	 
      
	 
      	 	(iii)	
                  This
      Agreement is the joint product of the Company and you and each provision
      hereof has been subject to the mutual consultation, negotiation and
      agreement of the Company and you and shall not be construed for or against
      either party hereto.

                
	 
      	 	 	 
      
	 
      	 	(iv)	
                  This
      Agreement will be governed by, and construed in accordance with the
      provisions of the law of the State of Florida, without reference to
      provisions that refer a matter to the law of any other
      jurisdiction.  Each party hereto hereby irrevocably 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 or by PDF, 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)


    
      
         


      

      
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    Jack, I
know that with your help we can build a world-class laboratory with a national
footprint and a team focused on the highest quality standards.  I am
looking forward to working with you as we drive NeoGenomics to new
heights.  Welcome aboard!

    


    Sincerely,

    


    Robert
Gasparini, M.S., CLSp (CG), CLDir

    President
and Chief Scientific Officer

    


    Agreed
and Accepted:

    


    
      
        
          
            	 
      	 
      	 
      
	
                    Jack
      Spitz

                  	 
      	
                    Date

                  


          

        

      

    


    
      
         


      

      
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