| Position:        |   | Vice      President (VP) of Laboratory Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 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. |
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| Start      Date: |   | On      or before December 7, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| 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.                                                                                                                                                                                                                                                                                 |
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| 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.                                                                                                                                                                                                                                                                                                                                                              |
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| 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                                                                               |
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| 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 |

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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 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.                                                                                                                                                                                                                                                                              |
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| 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: |
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|                |   | Time-Based      Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                |   | 37,500    options      will vest at the first year anniversary of your Start  Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                |   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                |   | 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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| TerminationWithout      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                                                   |   | 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.                                                                                                                                                                                                                                                                                          |
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|                                                   |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| Executive’sRepresentations:                      |   |  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.                                                                                                                                                                                                                                                                                      |
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|           |   | (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.                                                                                                                                                                                                                                                                                                                                                      |
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|           |   | (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.                                                                                                                                                                                                                                                                                                                                    |
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|           |   | (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. |
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|           |   | (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                                                                                                                                                                                                                                                                                                                                                                                        |
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|           |   | (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.                                                                                                                                                                                         |
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|           |   | (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.                                                                                                                                                                                                                                                                                                                                                                                                   |

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| Jack      Spitz |   | Date   |

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