EXHIBIT
10.36









SECOND AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT




THIS
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into on
this 14th day of April 2009 (the “Effective Date”), by and among
NEOGENOMICS LABORATORIES,
INC., a Florida corporation formerly known as NeoGenomics, Inc. (“Borrower”), NEOGENOMICS, INC., a Nevada
corporation (“Guarantor”, together with
Borrower, each individually a “Credit Party” and
collectively, the “Credit
Parties”), and CAPITALSOURCE FINANCE LLC, a
Delaware limited liability company, as agent for the lender under the Credit
Agreement referred to below (“Agent”).




RECITALS




A.  Credit
Parties and CapitalSource Finance LLC (together with its successors and assigns,
CSF”) have entered into
that certain Revolving Credit and Security Agreement, dated as of February 1,
2008 as amended by that certain First Amendment to Revolving Credit and Security
Agreement dated November 3, 2008 (as may be amended, restated, supplemented, or
otherwise modified from time to time, the “Credit
Agreement”).




B.  Pursuant
to Section 15.2
of the Credit Agreement, CSF assigned the Revolving Facility to CapitalSource
Bank (“Lender”).




C.  Pursuant
to Section
15.12 of the Credit Agreement, Lender has designated Agent as its agent
for taking certain actions under the Loan Agreement.




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




E.  Pursuant
to the terms and conditions of this Agreement, Credit Parties and Agent 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.  The
following definition is added to Section 1.2 of the Credit Agreement in the
appropriate alphabetical order:




“Second Amendment
Date” shall mean April 14, 2009”.







1.02  General
Terms.  Capitalized terms used in this Agreement are defined in
the Credit Agreement, as amended hereby, unless otherwise stated.




ARTICLE
II– WAIVER AND
CONSENT




2.01  Waiver.




(a)  The
following Events of Default have occurred and are continuing under the Credit
Agreement:




(i) the
failure of Borrower to comply with the Fixed Charge Coverage Ratio covenant set
forth in Section 1 of Annex I to the Loan Agreement for the Test Period ending
December 31, 2008;




(ii) the
failure of Borrower to notify Lender of Borrower’s name change to Neogenomics
Laboratories, Inc. and to obtain Lender’s prior consent to the related amendment
to Borrower’s Articles of Incorporation;




(iii)           the
failure of the Credit Parties to obtain Lender’s prior written consent to the
amendment of the Guarantor’s By-Laws to allow for a Board of Directors of up to
eight members;




(iv)           the
failure of the Credit Parties to notify Lender the filing by Borrower of a
complaint against Thomas Schofield, a former employee of the Borrower ((i),
(ii), (iii) and (iv) collectively hereinafter referred to as the “Specified Events of
Default”).




(b)  Subject
to the conditions contained herein, Agent hereby waives the Specified Events of
Default.  Except as expressly set forth herein with respect to the
Specified Events of Default, this letter agreement shall not be deemed to be a
waiver of any Default or Events of Default.  The waiver set forth
herein shall not preclude the future exercise of any other right, power, or
privilege available to Agent or Lender whether under the Credit Agreement, the
Loan Documents or otherwise.




2.02  Consent
to Alter By-Laws of the Borrower.Notwithstanding
the terms of Section
9.7 of the Credit Agreement to the contrary, Agent consents to the
amendment and restatement of the Bylaws of Borrower in the form and substance of
the proposed by-laws attached hereto as Exhibit A.




2.03  Consent
to Alter By-Laws of the Guarantor.Notwithstanding
the terms of Section
9.7 of the Credit Agreement to the contrary, Agent consents to the
amendment and restatement of the Bylaws of Guarantor in the form and substance
of the proposed by-laws attached hereto as Exhibit B.




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ARTICLE
III-
AMENDMENTS




3.01  Amendments
to Annex I of the Credit Agreement.  Effective as of the
Effective Date, Annex
I of the Credit Agreement is hereby amended by:




(a)  Deleting
Section 3 of Annex
I in its entirety and replacing it with the following:




3) Minimum
Liquidity




For the
period from the Second Amendment Date through and including December 31, 2009,
the Minimum Liquidity shall not be less than $500,000.




(b)  deleting
the definition of Fixed Charge Coverage Ratio in Annex I in its
entirety and replacing it with the following:




“Fixed Charge Coverage
Ratio” shall mean for Borrower collectively on a consolidated basis (a)
as of any date of determination occurring during the period from the Closing
Date through and including the Second Amendment Date the ratio of (i) Adjusted
EBITDA for the Test Period ended as of such date to (ii) Fixed charges for the
Test Period ended on such date; provided, that, solely for
purposes of calculating the Fixed Charge Coverage Ratio for the Test Periods
ending January 31, 2009 and February 28, 2009, the amount of Adjusted EBITDA for
such Test Periods shall be increased by an amount equal to the sum of (A)
$90,000 with respect to recruiting expenses, plus (B) $309,400
with respect to write-offs of bad debt, plus (C) $56,000 with
respect to bonus accrual, (b) as of any date of determination occurring during
the period after the Second Amendment Date to and including December 31, 2009
the ratio of (i) the sum of Adjusted EBITDA for the Test Period ended as of
such date plus
an amount equal to the sum of unrestricted cash on hand, unrestricted Cash
Equivalents and unused Availability as of the last day of the Test Period ended
as of such date, to (ii) Fixed Charges for the Test Period ended as of such
date; and (c) as of any date of determination occurring after December 31, 2009,
the ratio of (i) Adjusted EBITDA for the Test Period ended as of such date
to (ii) Fixed Charges for the Test Period ended as of such date.




(c)  deleting
the definition of Fixed Charges in Annex I in its
entirety and replacing it with the following:




“Fixed
Charges” shall mean, for any period, the sum of the following for Borrower
collectively on a consolidated basis for such period:  (a) Total Debt
Service, (b) un-financed Capital Expenditures paid in cash, (c) income taxes
paid in cash or accrued, and (d) dividends and Distributions paid or accrued or
declared (except for Accumulated Distributions from previous Accumulated
Distribution Fiscal Quarters); reduced by the amount of any equity contributions
received by the Borrower in cash during such period; provided that the amount of
such reduction shall not exceed the amount of unfinanced Capital Expenditures
paid for by Borrower in cash during such period.




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3.02  Amendment
to Definition of Permitted Indebtedness.Effective as of
the Effective Date, subsection (iii) of the definition of “Permitted
Indebtedness” set forth in Section 1.2 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:




“(iii)
Capitalized Lease Obligations incurred after the Closing Date and Indebtedness
incurred to purchase Goods and secured by purchase money Liens constituting
Permitted Liens: (A) in aggregate amount outstanding at any time not to exceed
$4,000,000,provided, that, (1) the debt service
for such Indebtedness shall not exceed $1,500,000 for any twelve (12) month
period and (2) upon the incurrence of such Indebtedness and after giving effect
thereto no Default or Event of Default shall exist and be continuing and (B) in
an aggregate amount in excess of $4,000,000, provided, that, (1) ten (10)
Business Days prior to the incurrence of such Indebtedness Borrower shall have
provided pro forma financial statements along with any other supporting
documentation required by Lender evidencing that Borrower would have been in
compliance with the financial covenants set forth on Annex 1 hereto for the
immediately preceding Test Period (as defined on Annex 1 hereto), if such
Indebtedness had been incurred on the first day of such Test Period, (2) prior
to the incurrence of such Indebtedness Borrower shall have received Lender’s
written confirmation of its agreement with such pro forma financial statements;
and (3) upon the incurrence of such Indebtedness and after giving effect thereto
no Default or Event of Default shall exist and be continuing,”




3.03  Representation
and Warranties Updates.Effective as of
the Effective Date, Article VII of the Credit Agreement is hereby amended
by:




(a)  Subsection
(iv) of Section 7.5 is hereby deleted and replaced its entirety with the
following:




“(iv) a
party to any contract with any Affiliate other than as set forth on Schedule 7.5, except
for employment agreements, option agreements, confidentiality agreements,
non-solicitation/non-competition agreements and other compensation, severance or
consulting arrangements with directors or officers in the ordinary course of
business that are on terms at least as favorable to such Credit Party as would
be the case in an arm’s length transaction between unrelated parties of equal
bargaining power and under which payments due from Credit Parties are not more
than $500,000 per annum per arrangement.




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(b)  Subsection
(i) of Section 7.16 is hereby deleted and replaced its entirety with the
following:




“(i)
there are no existing or proposed agreements,  arrangements,
understandings or transactions between any Credit Party and any of such Credit
Party’s officers, members, managers, directors, stockholders, partners, other
interest holders, employees or Affiliates or any members of their respective
immediate families, other than employment agreements, option agreements,
confidentiality agreements, non-solicitation/non-competition agreements and
other compensation, severance or consulting arrangements with directors or
officers in the ordinary course of business that are on terms at least as
favorable to such Credit Party as would be the case in an arm’s length
transaction between unrelated parties of equal bargaining power and under which
payments due from Credit Parties are not more than $500,000 per annum per
arrangement.”




3.04  Schedules.




The
schedules to the Credit Agreement are deleted and replaced in their entirety
with the amended and restated schedules attached to this Agreement as Exhibit
C.




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 Agent in its sole discretion,
unless specifically waived in writing by Agent:




(a)  Agent
shall have received this Agreement duly executed by each party thereto;
and




(b)  Agent
shall have received the Amendment Fee (as hereinafter defined).




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).  Credit Parties and Agent 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 represent and warrant to Agent that:




(a)  The
representations and warranties made by Borrower (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 Events of
Default;




(c)  Other
than as contemplated hereby, Borrower has not 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- AMENDMENT
FEE




6.01  Amendment
Fee.  Borrower agrees to pay to Lender $25,000 as an amendment
fee (the “Amendment
Fee”), which fee shall be due and payable on the date
hereof.  Borrower hereby authorizes Agent to charge such fee as an
Advance on the date hereof and shall be fully earned by Lender when so
charged.




ARTICLE
VII-
MISCELLANEOUS PROVISIONS




7.01  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 Agent or Lender or any closing
shall affect the representations and warranties or the right of Agent or Lender
to rely upon them.




7.02  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.




7.03  Expenses
of Agent or Lender.  As provided in
the Credit Agreement, the Credit Parties agree to pay on demand all costs and
expenses incurred by each of Agent and 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 Agent and Lender’s legal counsel, and all costs and expenses incurred by
Agent and 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 Agent and
Lender’s legal counsel.




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7.04  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.




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




7.06  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.




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




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




7.09  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 OR LAW SET FORTH IN THE CREDIT
AGREEMENT.




7.10  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 AGENT.




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7.11  Release.  EACH CREDIT PARTY
HEREBY ACKNOWLEDGES THAT IT HAS 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 AGENT OR LENDER.  EACH CREDIT PARTY HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT, LENDER, AND ANY OF ITS OR 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 BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST AGENT, LENDER, OR ANY OF ITS 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.







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


BORROWER:NEOGENOMICS
      LABORATORIES, INC.,
                    a
      Florida corporationBy:/s/Steven
      C. Jones
                    Name:  Steven
      C. Jones
                    Title:  Chief
      Financial OfficerGUARANTOR:NEOGENOMICS,
      INC., a Nevada corporationBy:/s/Steven
      C. Jones
                    Name:  Steven
      C. Jones
                    Title:  Chief
      Financial OfficerCAPITALSOURCE
      FINANCE LLC, as Agent
                    
                    By:/s/Arturo
      J. Velez
                    Name:  Arturo
      J. Velez
                    Title:  Authorized
      Signatory





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