Exhibit
10.1

    


    July 22,
2009

    


    Grant
Carlson

    


    Dear
Grant,

    


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

              	
                You
      will be elected to the position of Vice President of Sales & Marketing
      at the first scheduled meeting of the Board of Directors after your Start
      Date.

              
	 
      	 
      
	
                Duties:

              	
                As
      Vice President of Sales & Marketing, you will report to the Chief
      Executive Officer (“CEO”) of the Company or such other person as may be
      appointed by the CEO and you will be responsible for managing the overall
      sales and marketing activities of the Company.  These
      responsibilities will include hiring, training, developing and managing
      that number of sales personnel needed to meet or exceed the Company’s
      yearly sales budgets, managing the overall customer acquisition process
      for the Company, providing new product development and new marketing
      initiatives for the Company and such 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:

              	
                July
      6, 2009, with vacation and certain benefits considered to be effective as
      if you were an employee as of January 1, 2009 (giving consideration to
      your status as a Consultant as of the beginning of this
    year).

              
	 
      	 
      
	
                Term:

              	
                Four
      years from the Start Date, provided that either party may cancel this
      agreement by giving the other party written notice of a
      termination.

              
	 
      	 
      
	
                Base
    Salary:

              	
                $200,000/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.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
2 of 7

    


    
      
        	
                Relocation:

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

              
	 
      	 
      
	
                Bonus:

              	
                Beginning
      with the fiscal year ending December 31, 2009, 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.

              
	 
      	 
      
	
                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.

              
	 
      	 
      
	
                Car
      & phone

              	 
      
	
                Allowance:

              	
                The
      parties agree that a significant portion of your time will be spent on
      sales and marketing activities and it is expected that you will need to
      utilize your personal vehicle and telephones to perform the duties of your
      position.  As such, the Company agrees to provide you a taxable
      automobile allowance of $700 per month plus reimburse you for all
      work-related gas expenses according to the current policy.  The
      Company also agrees to reimburse you for the use of your personal
      telephone and cell phone at a taxable rate of $250 per month according to
      the current policy.

              
	 
      	 
      
	
                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:

              	
                Upon
      your Start Date, you will be granted stock options to purchase up to
      150,000 shares of NeoGenomics common stock at an exercise price equivalent
      to the closing price per share at which NeoGenomics stock was quoted on
      the NASDAQ Bulletin Board 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:

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
3 of 7

    


    Time-Based
Vesting

    


    
      	
               
      

            	
              18,750

            	
              at
      your first year anniversary

            


    

    
      	
               
      

            	
              18,750

            	
              at
      your second year anniversary

            


    

    
      	
               
      

            	
              18,750

            	
              at
      your third year anniversary

            


    

    
      	
               
      

            	
              18,750

            	
              at
      your fourth year anniversary

            


    

    


    Company
Performance-Based Vesting

    


    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budgeted revenue for FY
      2009;

            


    

    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budged adjusted EBITDA projections
      for FY 2009.

            


    

    


    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budgeted revenue for FY
      2010;

            


    

    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budged adjusted EBITDAprojections
      for FY 2010.

            


    

    


    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budgeted revenue for FY
      2011;

            


    

    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budged adjusted EBITDAprojections
      for FY 2011.

            


    

    


    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budgeted revenue for FY
      2012;

            


    

    
      	
               
      

            	
              9,375

            	
              if
      the Company achieves the board approved budged adjusted EBITDAprojections
      for FY 2012.

            


    

    


    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.

    


    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.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
4 of 7

    


    
      
        	 
      	
                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.

                 

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
5 of 7

    


    
      
        	
                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, 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 by providing written
notice.

            


    

    


    (Signatures
Appear on the Next Page)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
6 of 7

    


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

    


    Sincerely,

    


    /s/
Douglas M. VanOort

    


    Douglas
M. VanOort

    Executive
Chairman and Interim CEO

    


    Agreed
and Accepted:

    


    
      
        
          
            
              
                	
                        /s/ Grant Carlson

                      	 	
                        7/22/2009

                      	 
	
                        Grant
      Carlson

                      	 	
                        Date

                      	 


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Grant
Carlson

    Page
7 of 7

    


    Exhibit
1

    


    Form
of Confidentiality, Non-Competition and Non-Solicitation Agreement

    


    Exhibit
2

    


    Relocation
Agreement