-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlruG24cgDEU44vZjIem9EJ6GezBBtj0CTg5kah36MFRvEryp1pHzzFs5xy1BqwF R5TnjKEEwXnPFbSOJBarPA== 0001070876-05-000038.txt : 20050330 0001070876-05-000038.hdr.sgml : 20050330 20050330093004 ACCESSION NUMBER: 0001070876-05-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20050329 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGENOMICS INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 742897368 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72097 FILM NUMBER: 05711703 BUSINESS ADDRESS: STREET 1: 1726 MEDICAL BOULEVARD, SUITE 201 STREET 2: SUITE 201 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9419231949 MAIL ADDRESS: STREET 1: 1726 MEDICAL BOULEVARD, SUITE 201 STREET 2: SUITE 201 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC DATE OF NAME CHANGE: 19990120 8-K 1 neo8k032905.htm CURRENT REPORT neo8k032905



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                 March 29, 2005

                                NeoGenomics, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Nevada                   333-72097                 74-2897368
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation)            File Number)            Identification No.)

12701 Commonwealth Drive, Suite 9, Fort Myers, FL                 33913
    (Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code:            (239) 768-0600



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




                                       1




ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On March 23, 2005, NeoGenomics, Inc. (the "Company") entered into a
definitive Loan Agreement with Aspen Select Healthcare, L.P. (formerly known as
MVP 3, LP or "MVP") which will provide new funding for the Company's business
plan and repay existing indebtedness. Under the terms of the agreements, Aspen
Select Healthcare, LP ("Aspen"), a Naples, Florida-based private investment fund
which is controlled by Steven Jones, a Director of NeoGenomics, Inc., will make
available up to $1.5 million of debt financing in the form of a revolving credit
facility (the "Credit Facility"). The Credit Facility, which has an initial
maturity of March 31, 2007, refinances the Company's existing indebtedness of
$740,000 owed to MVP 3, which was due on March 31, 2005, and provides for
additional availability of up to another $760,000. Aspen is managed by its
General Partner, Medical Venture Partners, LLC.

        Under the terms of the Credit Facility, the Company will be able to borrow
up to 80% of its accounts receivable that are less than 90 days old, 50% of its
net property, plant and equipment balance, and up to $500,000 on an unsecured
basis currently, and an additional $500,000 on or before April 30, 2005. The
interest rate on the Credit Facility is prime plus 600 basis points, payable
monthly in arrears. As part of the transaction, the Company has also issued to
Aspen a five year Warrant to purchase 2,500,000 shares of its common stock at an
exercise price of $0.50/share.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibit No. Description.


Exhibit            Description                                                           Location
99.1               Loan Agreement between NeoGenomics, Inc. and Aspen Select             Provided herewith
                   Healthcare, L.P. dated March 23, 2005
99.2               Amended and Restated Registration Rights Agreement between            Provided herewith
                   NeoGenomics, Inc. and Aspen Select Healthcare, L.P. and individuals
                   dated March 23, 2005
99.3               Guaranty of NeoGenomics, Inc., dated March 23, 2005                   Provided herewith
99.4               Stock Pledge Agreement between NeoGenomics, Inc. and Aspen Select     Provided herewith
                   Healthcare, L.P., dated March 23, 2005
99.5               Warrant issued to Aspen Select Healthcare, L.P., dated March 23,      Provided herewith
                   2005
99.6               Security Agreement between NeoGenomics, Inc. and Aspen Select         Provided herewith
                   Healthcare, L.P., dated March 23, 2005
99.7               Press Release, dated March 23, 2005                                   Provided herewith




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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.

Date:    March 29, 2005                         NeoGenomics, Inc.


                                                By:/s/ Robert Gasparini
                                                Name:    Robert Gasparini
                                                Title:   President





EX-99.1 2 neo8kloanagt.htm LOAN AGREEMENT neo8kloanagt




                                                              Execution Copy


                                 LOAN AGREEMENT


        THIS LOAN AGREEMENT (this "Agreement"), made and entered into as of March
23, 2005, by and between NEOGENOMICS, INC., a Florida corporation ("Borrower"),
ASPEN SELECT HEALTHCARE LP, a Delaware limited partnership (formerly known as
MVP 3, LP and hereinafter referred to as "ASPEN"), and NEOGENOMICS, INC., a
Nevada corporation and the parent of Borrower (the "Parent" or the "Guarantor").


                                    RECITALS

        A. ASPEN desires to lend up to $1.5 million to the Borrower to be used by
the Borrower for general working capital purposes.

        B. Such new loans are intended to refinance the Borrower's existing credit
facility with MVP 3, LP and provide additional working capital for an additional
two year term.

        C. Borrower is a wholly owned subsidiary of Guarantor.

        D. Guarantor will receive a direct benefit from the loans made to Borrower,
inasmuch as it is the parent of Borrower.

        E. ASPEN is willing to make the loans to Borrower described in this
Agreement upon and subject to the terms and conditions set forth herein.

                                   PROVISIONS

        NOW, THEREFORE, for and in consideration of the agreements herein
contained, the parties hereby agree as follows:

        l. Incorporation of Recitals. The Recitals portion of this Agreement is
hereby incorporated by this reference as though it were fully set forth and
rewritten herein, and the affirmative statements therein contained shall be
deemed to be representations of Borrower, and Guarantor to ASPEN which are
hereby ratified and confirmed.

        2. Loan Facilities. ASPEN hereby agrees to lend to Borrower up to the
maximum sum of One Million Five Hundred Thousand Dollars ($1,500,000.00)
(hereinafter referred to as the "Loan"), on and subject to the terms and
conditions hereinafter set forth. As used in this Agreement, the term
"Liabilities" or "Liability" shall mean the Loan and any and all other
indebtedness, advances, obligations, covenants, undertakings and liabilities of
Borrower and Guarantor (including amendments, restatements, modifications,
extensions and renewals thereof) to ASPEN or any affiliate of ASPEN under all
documents now or hereafter executed by Borrower and/or Guarantor in favor of (or
acquired by) ASPEN or any affiliate of ASPEN (the "Loan Documents") or however
created, direct or indirect, now existing or hereafter arising, due or to become
due, absolute or contingent, participated in whole or in part, whether evidenced
or created by promissory notes, agreements or otherwise, in any manner acquired
by or accruing to ASPEN or any affiliate of ASPEN, whether by agreement,
assignment or otherwise, as well as any and all obligations of Borrower or
Guarantors to ASPEN or any affiliate of ASPEN, whether absolute, contingent or
otherwise and howsoever and whensoever (whether now or hereafter) created,
including, without limitation, (a) obligations of another or others guaranteed
or endorsed by Borrower, and (b) whether or not presently contemplated by the
parties on the date hereof, including all costs and expenses incurred in the
collection of such indebtedness or the loan referred to herein, taxes levied,
insurance and repairs to or for the maintenance of the Collateral hereinafter
described. As used in this Agreement, an "Advance" shall mean a sum advanced by




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ASPEN from time to time under the Loan, and "Advances" shall mean all such sums
collectively.

        3. Term of Loan. The specific provisions of the Loan, including, but not
limited to, the rate of interest, term, late charge, prepayment rights,
conditions for draws and default rate of interest, are contained in that certain
Note of even date herewith from Borrower to ASPEN (the "Note"), in the form
attached hereto as Exhibit A, as the same may be amended, restated, modified,
extended and/or replaced from time to time.

        4. Evidence of Indebtedness and Security Interest. The Loan described in
paragraph 2 hereof shall be evidenced by the Note, as described in paragraph 3
hereof, executed by Borrower in favor of ASPEN. The Note shall be secured by:

                (a) Security Agreement executed by Borrower in favor of ASPEN dated of
        even date herewith (the "Security Agreement"), as the same may be amended,
        modified, restated, replaced and extended from time to time, encumbering
        all business assets of Borrower, to be delivered to ASPEN concurrent with
        this Agreement;

                (b) Guaranty executed by the Guarantor in favor of ASPEN dated of even
        date herewith, as the same may be amended, modified, restated, replaced and
        extended from time to time, to be delivered to ASPEN concurrent with this
        Agreement;

                (c) Stock Pledge Agreement executed by Guarantor in favor of ASPEN
        dated of even date herewith, as the same may be amended, modified,
        restated, replaced and extended from time to time, to be delivered to ASPEN
        concurrent with this Agreement; and

                (d) such other and additional instruments as may now or hereafter be
        granted by Borrower or the Guarantor to ASPEN.

        To secure the performance of this Agreement, and subject to Permitted
Liens, Borrower hereby grants in favor of ASPEN a continuing security interest
in all accounts, equipment, inventory, goods, equipment, trademarks and tangible
and intangible personal property of Borrower (as such terms are defined under
the Uniform Commercial Code enacted in the State of Florida, as amended from
time to time ("UCC")) listed in the Security Agreement executed on even date
herewith, regardless of whether the foregoing is now owned or existing or is
owned, acquired or arises hereafter and the proceeds and products of all of the
foregoing including, without limitation, proceeds from all eminent domain or
condemnation awards or insurance covering the described property. Borrower
hereby authorizes ASPEN to file any and all UCC financing statements,
amendments, continuations and/or modifications which ASPEN deems necessary or
desirable to create, maintain and/or perfect a valid second security interest
created herein in such property.

        As used herein, the term "Collateral" shall include all documents,
instruments and property described in (a) through (d) above (sometimes referred
to as the "Loan Documents"), and all of Borrower's and/or Guarantor's right,
title and interest in any sums, documents or instruments at any time credited by
or due from ASPEN or any affiliate of ASPEN to Borrower or Guarantor or in the
possession of ASPEN or any affiliate of ASPEN, including, without limitation,
deposits. Upon the occurrence of any default by Borrower, Borrower and Guarantor
hereby authorize ASPEN to appropriate and use any of the Collateral or proceeds
of the Collateral referred to in this paragraph 4 in which ASPEN has a security
interest or of which ASPEN or any affiliate of ASPEN has possession and any of
the sums, documents or instruments referred to in this sentence or the proceeds
thereof for application against the Liabilities. Borrower shall not sell,




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assign, transfer or grant a security interest to any other person in, or
otherwise encumber, the Collateral and sums covered by this paragraph 4 except
in favor of ASPEN, except to Cornell Capital Partners, LP, or other lender
subject to an inter-creditor agreement acceptable to ASPEN, such acceptance
shall be reasonably granted. Guarantor shall not sell, assign, transfer or grant
a security interest to any other person in, or otherwise encumber, the
Collateral and sums covered by this paragraph 4 except in favor of ASPEN or in
favor of Borrower as collaterally assigned to ASPEN, except to Cornell Capital
Partners, LP, or other lender subject to an inter-creditor agreement acceptable
to ASPEN, such acceptance shall be reasonably granted, or as otherwise permitted
under any of the Loan Documents. As used herein the term "Person" includes
natural persons, corporations (which shall be deemed to include business
trusts), limited liability companies, associations and partnerships. As used
herein the phrase "Permitted Liens" means the following: (a) liens for taxes,
fees, assessments or other governmental charges or levies, either not yet due
and payable or being contested in good faith by appropriate proceedings with
appropriate reserves for full payment of the same; (b) liens (i) upon or in any
equipment acquired or held by Borrower or Guarantor to secure the purchase price
of such equipment or indebtedness incurred solely for the purpose of financing
the acquisition of such equipment, but not to exceed Fifty Thousand Dollars
($50,000.00) in the aggregate, or (ii) existing on such equipment at the time of
its acquisition, provided that the lien is confined solely to the property so
acquired and improvements thereon, and the proceeds of such equipment, and
provided, further, that the same has been disclosed to ASPEN in writing prior to
the execution of this Agreement; (c) leases or subleases and licenses or
sublicenses granted to others in the ordinary course of Guarantor's business not
interfering in any material respect with the business or financial condition of
Guarantor and which do not, in the aggregate, require payments by Borrower or
Guarantor in excess of Fifty Thousand Dollars ($50,000.00), and any interest or
title of a lessor, licensor or under any lease or license provided that such
leases, subleases, licenses and sublicenses do not prohibit the grant of the
security interest granted hereunder; (d) liens incurred in connection with the
extension, renewal or refinancing of indebtedness secured by liens of the type
described in clauses (a) through (c) above, provided that any extension, renewal
or replacement lien shall be limited to the property encumbered by the existing
lien and provided that the principal amount of the indebtedness being extended,
renewed or refinanced does not increase; and (e) liens subordinate to the liens
of ASPEN in an amount not to exceed $300,000 to Cornell Capital Partners, LP or
one of its affiliates in connection with certain contemplated debt financing.

        5. Financial Statements, Books and Records.

        (a) Borrower shall furnish to ASPEN its opening balance sheet reflecting
the net worth of Borrower as of February 28, 2005, which shall be certified by
Borrower or otherwise in a manner satisfactory to ASPEN. Borrower shall also
furnish ASPEN with copies of all of its federal tax returns (with all schedules)
and all reports filed by it with any governmental entity or agency within ten
(10) days of filing. Notwithstanding the foregoing, ASPEN may, at its option,
upon the occurrence of any default by Borrower or Guarantor, require Borrower to
furnish updated financial statements during the term of the loan on a periodic
basis together with such other financial information as may from time to time be
reasonably required by ASPEN, all in form and detail reasonably satisfactory to
ASPEN.

        (b) As soon as practicable and in any event within forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year
Guarantor shall furnish to ASPEN, either (i) a copy of a report on Form 10-QSB,
or any successor form, and any amendments thereto, filed by Guarantor with the
Securities and Exchange Commission with respect to the immediately preceding
fiscal quarter or (ii) an unaudited consolidated balance sheet of Guarantor as
of the close of such fiscal quarter and unaudited consolidated statements of
income, stockholders' equity and cash flows for the fiscal quarter then ended




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                                                              Execution Copy


and that portion of the fiscal year then ended, including the notes thereto, all
in reasonable detail setting forth in comparative form the corresponding figures
for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the preceding fiscal year and prepared in accordance
with GAAP and, if applicable, containing disclosure of the effect on the
financial position or results of operations of any change in the application of
accounting principles and practices during the period, and certified by a the
President or Chief Financial Officer of Guarantor to present fairly in all
material respects the financial condition of the Guarantor and Borrower as of
the respective date and the results of operations of Guarantor and Borrower for
the respective periods then ended, subject to normal year end adjustments.

        (c) As soon as practicable and in any event within one hundred five (105)
days after the end of each fiscal year Guarantor shall furnish to ASPEN, either
(i) a copy of a report on Form 10-KSB, or any successor form, and any amendments
thereto, filed by Guarantor with the Securities and Exchange Commission with
respect to the immediately preceding fiscal year or (ii) an audited consolidated
balance sheet of the Borrower and Guarantor as of the close of such fiscal year
and audited consolidated statements of income, stockholders' equity and cash
flows for the fiscal year then ended, including the notes thereto, all in
reasonable detail setting forth in comparative form the corresponding figures
for the preceding fiscal year and prepared by an independent certified public
accounting firm in accordance with GAAP and, if applicable, containing
disclosure of the effect on the financial position or results of operation of
any change in the application of accounting principles and practices during the
year.

        (d) In addition to the foregoing, Borrower and Guarantor shall make or
cause to be made available to ASPEN or its representative(s) such books, records
and reports (including, but not limited to, income tax returns) that in any way
may reasonably pertain to said party's financial condition or the loan herein
made by ASPEN upon reasonable request therefor from time to time made by ASPEN.

        6. Fees. Borrower shall also pay at Closing, or such other time as mutually
agreed upon, but in no event later than 30 days from the date hereof, all
out-of-pocket expenses incurred by ASPEN in connection with the origination of
the Loan, including, without limitation, all accounting fees and expenses,
attorneys' fees and expenses, documentary stamp taxes and recording fees;
provided that in no event shall such expenses in connection with the origination
of this Loan and any other transactions with the Company or any of the Company's
affiliates, entered into on even date herewith, exceed Seventeen Thousand Five
Hundred Dollars ($17,500).

        7. Borrower's Representations, Warranties and Undertakings. Borrower hereby
(i) agrees that all of the following representations and warranties are true and
correct in all material respects as of the date hereof and that all of such
representations and warranties shall continue to be so until all liabilities are
paid in full and ASPEN has no obligation to make further Advances, and (ii)
agrees that all of the following covenants shall be adhered to until all
liabilities are paid in full and ASPEN has no obligation to make further
Advances:

        (a) Borrower is duly organized and validly existing under the laws of
the State of Florida. Borrower is duly qualified and is authorized to do
business in all other states and jurisdictions where the character of its
property or the nature of its activities make such qualification necessary;

        (b) Borrower has the right and power and is duly authorized and
empowered to enter into, execute, deliver and perform this Agreement and
each of the other Loan Documents to which it is a party. The execution,
delivery and performance of this Agreement and each of the other Loan
Documents to which it is a party have been duly authorized by all necessary




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action and do not and will not, to the best of Borrower's knowledge, after
reasonable inquiry, contravene, violate, result in a breach of or
constitute a default under any of Borrower's governing documents, any
applicable law, rule, regulation, order, writ, judgment, injunction, or
decree, or any indenture or loan or credit agreement of Borrower;

        (c) This Agreement is, and each of the other Loan Documents to which
it is a party when delivered under this Agreement will be, a legal, valid
and binding obligation of Borrower enforceable against it in accordance
with their respective terms, and no notice to or consent of any
governmental body or any Person is needed in connection with this Agreement
or any Advance under the Loans;

        (d) To the best of Borrower's knowledge, after reasonable inquiry,
Borrower has, and is in good standing with respect to, all governmental
consents, approvals, authorizations, permits, certificates, inspections and
franchises necessary to continue to conduct its business as heretofore
and/or proposed to be conducted by it;

        (e) Borrower is not a party or subject to any contract, agreement,
charter or other restriction, which materially adversely affects its
business. Borrower is not a party or subject to any contract or agreement
which restricts its right or ability to incur any indebtedness which would
prohibit the execution of or compliance with this Agreement by Borrower.
Borrower has not agreed or consented to cause, nor will Borrower permit in
the future (upon the happening of a contingency or otherwise) the
Collateral to be subject to a lien that is not permitted under this
Agreement;

        (f) Except as set forth in Schedule 7(f) hereto, there are no actions,
suits, proceedings or investigations pending, or to the knowledge of
Borrower, threatened, against or affecting Borrower, or the business,
operations, properties, prospects, profits or condition of Borrower, in any
court or before any governmental authority or arbitration board or
tribunal. Borrower is not in default with respect to any order, writ,
injunction, judgment, decree or rule of any court, governmental authority
or arbitration board or tribunal;

        (g) Neither the financial statements of Borrower, this Agreement nor
any other written statement of Borrower to ASPEN, contain any untrue
statement of a material fact or omit a material fact necessary to make the
statements contained therein or herein not misleading. There is no material
fact which Borrower has failed to disclose to ASPEN in writing which
adversely affects or, so far as Borrower can now foresee, will adversely
affect the business, prospects, profits or condition (financial or
otherwise) of Borrower or Guarantor or the ability of Borrower or Guarantor
to perform this Agreement;

        (h) To the best of Borrower's knowledge, Borrower and Guarantor have
duly complied with, and their respective property and business operations
are in compliance in all material respects with, and will maintain
compliance in all material respects with, the provisions of all federal,
state and local laws, rules and regulations applicable to Borrower and/or
Guarantor and their respective property or the conduct of their respective
business, including, without limitation, federal, state and local laws,
rules and regulations relating or pertaining to data protection,
confidentiality, safe working conditions, billing and collections,
referrals and laboratory practices, and the purchase, storage, movement,
use and disposal of hazardous or potentially hazardous substances used in
connection with research work and laboratory operations (including
radioactive compounds and infectious disease agents). There have been no




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citations, notices or orders of noncompliance issued to Borrower or
Guarantor under any such law, rule or regulation, including, without
limitation, any demand for reimbursement, recoupment and/or setoff from any
governmental entity or Private Third Party Payor rendering payment to
Borrower or Guarantor. As used herein, "Private Third Party Payor" includes
any insurance product, self-insured employer, or other source of payment
for health care services which is not paid directly by a governmental
entity under a governmental program covering the provision of health care
and/or laboratory services;

        (i) Borrower shall use the loan proceeds solely for the purposes
described herein and as represented in Borrower's loan request;

        (j) Borrower has not employed or engaged any broker, finder or agent
who may claim a commission or fee on the loan transaction described in this
Agreement and Borrower hereby agrees to indemnify and hold ASPEN harmless
from any such claim or demand and litigation resulting therefrom;

        (k) Borrower shall, from time to time, upon request of ASPEN, furnish
ASPEN with such information and documents reasonably necessary to protect
ASPEN's interest in the Collateral and to effectuate the terms of this
Agreement and the other Loan Documents;

        (l) No event has occurred and no condition exists which would, upon
the execution and delivery of this Agreement or Borrower's performance
hereunder, constitute an event of default as hereinafter described.
Borrower is not in default, and no event has occurred and no conditions
exist which constitute, or which with the passage of time or the giving of
notice or both would constitute, a default in the payment of any
indebtedness of Borrower to any person for money borrowed which could have
a material adverse effect on Borrower;

        (m) Borrower has and will maintain good and marketable title in the
items of property described herein as Collateral owned by Borrower free and
clear of any liens, encumbrances or adverse claims, whether legal or
equitable, except for Permitted Liens or as agreed in writing by ASPEN.
Borrower shall at all times maintain such insurance, to such extent and
against such risks, including, fire, theft, workmen's compensation claims,
errors and omissions, general liability and property damage, as is
customary with companies in the same or similar business or as required by
ASPEN, providing a schedule of same to ASPEN;

        (n) Borrower will not incur, create, assume or permit to exist any
indebtedness or liability for borrowed money which could constitute a lien
upon or create a security interest in its assets except (i) in favor of
ASPEN, or (ii) Permitted Liens;

        (o) Borrower will not directly or indirectly guarantee or otherwise be
responsible for payment or performance of the obligations of any other
Person except in favor of ASPEN;

        (p) Borrower will not sell, transfer or otherwise dispose of all or a
substantial part of its assets to any Person; will not consolidate or merge
with any other Person, or acquire all or substantially all of the
properties or assets of any other Person; will not enter into any
arrangement with any Person whereby it shall sell or transfer and then
lease back any kind of property used in its business, whether now owned or
hereafter acquired;




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        (q) The financial statements and other information supplied by
Borrower, and/or Guarantor for the Loans were in all material respects
correct on the date supplied (subject to normal year end audit
adjustments), and since their dates no material adverse change in the
financial condition of Borrower, and/or Guarantor has occurred;

        (r) Borrower will not sell or offer to sell or otherwise transfer or
encumber all or a part of the Collateral owned by Borrower without written
consent of ASPEN, except if the same is replaced by substitute Collateral
of at least equal value, or the sale of inventory in the ordinary course of
business, or as otherwise permitted under this Agreement; Borrower will
keep the Collateral owned by Borrower in good order and repair and will not
destroy the Collateral. ASPEN, at its option, may discharge taxes, liens or
other encumbrances placed on the Collateral and may pay for the
preservation of the Collateral. Borrower agrees to reimburse ASPEN, upon
demand, for any such expenditures;

        (s) Borrower has not received notice from any governmental entity
(including federal, state or local) that Borrower has received a material
overpayment on receivables, which material overpayment (in excess of any
related provision for the same on that person's financial statements and
records) would decrease the overall value of the accounts receivable of the
Borrower by in excess of Twenty-Five Thousand Dollars ($25,000.00);

        (t) Borrower will promptly and immediately notify ASPEN upon receipt
of any notice of overpayment of Twenty-Five Thousand Dollars ($25,000.00)
or more in excess of the related provision on the books of the affected
person ("Extraordinary Overpayment") and of any attempt by any governmental
entity or any Private Third Party Payor to recoup such Extraordinary
Overpayment. As used herein, "Private Third Party Payor" includes any
insurance product, self-insured employer, or other source of payment for
health care services which is not paid directly by a governmental entity
under a governmental program covering the provision of health care and/or
laboratory services.

        (u) Borrower shall maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, and (iii) the
recorded amounts for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

        Each request for an Advance made by Borrower pursuant to this Agreement or
any of the other Loan Documents shall constitute: (i) an automatic
representation and warranty by Borrower to ASPEN that there does not then exist
any event of default; and (ii) a reaffirmation as of the date of said request
that all of the representations and warranties of Borrower contained in this
Agreement and the other Loan Documents are true and correct in all material
respects. The representations and warranties of Borrower contained in this
Agreement or any of the other Loan Documents shall survive the execution,
delivery and acceptance thereof by ASPEN and the parties thereof and the Closing
of the transactions described therein or related thereto.

        8. Guarantor's Representations, Warranties and Undertakings. Guarantor
hereby (i) agrees that all of the following representations and warranties are
true and correct in all material respects as of the date hereof and that all of
such representations and warranties shall continue to be so until all
liabilities are paid in full and ASPEN has no obligation to make further




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Advances, and (ii) agrees that all of the following covenants shall be adhered
to until all liabilities are paid in full and ASPEN has no obligation to make
further Advances:

                (a) Guarantor is duly organized and shall be validly existing under
        the laws of the State of Nevada within twenty (20) days of the date hereof.
        Guarantor is duly qualified and is authorized to do business in all other
        states and jurisdictions where the character of its property or the nature
        of its activities make such qualification necessary;

                (b) Guarantor has the right and power and is duly authorized and
        empowered to enter into, execute, deliver and perform this Agreement and
        each of the other Loan Documents to which it is a party. The execution,
        delivery and performance of this Agreement and each of the other Loan
        Documents to which it is a party have been duly authorized by all necessary
        action and do not and will not, to the best of Guarantor's knowledge, after
        reasonable inquiry, contravene, violate, result in a breach of or
        constitute a default under any of Guarantor's governing documents, any
        applicable law, rule, regulation, order, writ, judgment, injunction, or
        decree, or any indenture or loan or credit agreement of Guarantor;

                (c) Since January 1, 2003, Guarantor has filed all reports, schedules,
        forms, statements and other documents required to be filed by it with the
        SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange
        Act") (all of the foregoing filed prior to the date hereof or amended after
        the date hereof and all exhibits included therein and financial statements
        and schedules thereto and documents incorporated by reference therein,
        being hereinafter referred to as the "SEC Documents"). Guarantor has
        delivered to ASPEN or its representatives, or made available through the
        SEC's website at http://www.sec.gov, true and complete copies of the SEC
        Documents. As of their respective dates, the financial statements of
        Guarantor disclosed in the SEC Documents (the "Financial Statements")
        complied in all material respects with applicable accounting requirements
        and the published rules and regulations of the SEC with respect thereto.
        Such Financial Statements have been prepared in accordance with generally
        accepted accounting principles, consistently applied, during the periods
        involved (except (i) as may be otherwise indicated in such Financial
        Statements or the notes thereto, or (ii) in the case of unaudited interim
        statements, to the extent they may exclude footnotes or may be condensed or
        summary statements) and, fairly present in all material respects the
        financial position of Guarantor as of the dates thereof and the results of
        its operations and cash flows for the periods then ended (subject, in the
        case of unaudited statements, to normal year-end audit adjustments). No
        other information provided by or on behalf of Guarantor to ASPEN which is
        not included in the SEC Documents, including, without limitation,
        information referred to in this Agreement, contains any untrue statement of
        a material fact or omits to state any material fact necessary in order to
        make the statements therein, in the light of the circumstances under which
        they were made, not misleading as of the date such information was written.

                (d) The authorized capital stock of Guarantor consists of 100,000,000
        shares of common stock, par value $0.001 per share (the "Common Stock") and
        10,000,000 shares of preferred stock (the "Preferred Stock"). As of the
        date hereof, Guarantor has 21,803,371 shares of Common Stock issued and
        outstanding and no shares of Preferred Stock outstanding. All of such
        outstanding shares have been validly issued and are fully paid and
        nonassessable. Except as disclosed in the SEC Documents and the Amended and
        Restated Shareholders' Agreement of even date herewith, no shares of Common
        Stock are subject to preemptive rights or any other similar rights or any
        liens or encumbrances suffered or permitted by Guarantor. Except as
        disclosed in the SEC Documents or as set forth on Schedule 8(d), as of the
        date of this Agreement, (i) there are no outstanding options, warrants,




                                       8



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        scrip, rights to subscribe to, calls or commitments of any character
        whatsoever relating to, or securities or rights convertible into, any
        shares of capital stock of Guarantor or any of its subsidiaries, or
        contracts, commitments, understandings or arrangements by which Guarantor
        or any of its subsidiaries is or may become bound to issue additional
        shares of capital stock of Guarantor or any of its subsidiaries or options,
        warrants, scrip, rights to subscribe to, calls or commitments of any
        character whatsoever relating to, or securities or rights convertible into,
        any shares of capital stock of Guarantor or any of its subsidiaries, (ii)
        there are no outstanding debt securities, (iii) there are no agreements or
        arrangements under which Guarantor or any of its subsidiaries is obligated
        to register the sale of any of their securities under the Securities Act,
        (iv) there are no outstanding registration statements and there are no
        outstanding comment letters from the SEC or any other regulatory agency,
        and there are no securities or instruments containing anti-dilution or
        similar provisions that will be triggered by the issuance of the Note as
        described in this Agreement. The Company has furnished to ASPEN true and
        correct copies of Guarantor's Articles of Incorporation, as amended and as
        in effect on the date hereof (the "Articles of Incorporation"), and
        Guarantor's By-laws, as in effect on the date hereof (the "By-laws"), and
        the terms of all securities convertible into or exercisable for Common
        Stock and the material rights of the holders thereof in respect thereto
        other than stock options issued to employees and consultants.

                (e) Except as disclosed in the SEC Documents and or as set forth in
        Schedule 8(e), the execution, delivery and performance of the Loan
        Documents by Guarantor and the consummation by Guarantor of the
        transactions contemplated hereby will not (i) result in a violation of the
        Articles of Incorporation, any certificate of designations of any
        outstanding series of preferred stock of Guarantor or the By-laws or (ii)
        conflict with or constitute a default (or an event which with notice or
        lapse of time or both would become a default) under, or give to others any
        rights of termination, amendment, acceleration or cancellation of, any
        agreement, indenture or instrument to which Guarantor or any of its
        subsidiaries is a party, or result in a violation of any law, rule,
        regulation, order, judgment or decree (including federal and state
        securities laws and regulations and the rules and regulations of The
        National Association of Securities Dealers Inc.'s OTC Bulletin Board on
        which the Common Stock is quoted) applicable to Guarantor or any of its
        subsidiaries or by which any property or asset of Guarantor or any of its
        subsidiaries is bound or affected. Except as disclosed in the SEC Documents
        or as set forth on Schedule 8(e), neither Guarantor nor its subsidiaries is
        in violation of any term of or in default under its Articles of
        Incorporation or By-laws or their organizational charter or by-laws,
        respectively, or any material contract, agreement, mortgage, indebtedness,
        indenture, instrument, judgment, decree or order or any statute, rule or
        regulation applicable to Guarantor or its subsidiaries. The business of
        Guarantor and its subsidiaries is not being conducted, and shall not be
        conducted in violation of any law, ordinance, or regulation of any
        governmental entity which would have a material adverse effect on
        Guarantor. Except as specifically contemplated by this Agreement and as
        required under the Securities Act and any applicable state securities laws,
        Guarantor is not required to obtain any consent, authorization or order of,
        or make any filing or registration with, any court or governmental agency
        in order for it to execute, deliver or perform any of its obligations under
        or contemplated by this Agreement in accordance with the terms hereof or
        thereof. Except as disclosed in the SEC Documents, all consents,
        authorizations, orders, filings and registrations which Guarantor is
        required to obtain pursuant to the preceding sentence have been obtained or
        effected on or prior to the date hereof. The Company and its subsidiaries
        are unaware of any facts or circumstance, which might give rise to any of
        the foregoing.




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                (f) This Agreement is, and each of the other Loan Documents to which
        it is a party when delivered under this Agreement will be, a legal, valid
        and binding obligation of Guarantor enforceable against it in accordance
        with their respective terms, and no notice to or consent of any
        governmental body or any Person is needed in connection with this Agreement
        or any Advance under the Loans;

                (g) To the best of Guarantor's knowledge, after reasonable inquiry,
        Guarantor has, and is in good standing with respect to, all governmental
        consents, approvals, authorizations, permits, certificates, inspections and
        franchises necessary to continue to conduct its business as heretofore
        and/or proposed to be conducted by it;

                (h) Guarantor is not a party or subject to any contract, agreement,
        charter or other restriction, which materially adversely affects its
        business. Guarantor is not a party or subject to any contract or agreement
        which restricts its right or ability to incur any indebtedness which would
        prohibit the execution of or compliance with this Agreement by Guarantor.
        Guarantor has not agreed or consented to cause, nor will Guarantor permit
        in the future (upon the happening of a contingency or otherwise) the
        Collateral to be subject to a lien that is not permitted under this
        Agreement;

                (i) Except as set forth in Schedule 8(i) hereto, there are no actions,
        suits, proceedings or investigations pending, or to the knowledge of
        Guarantor, threatened, against or affecting Guarantor, or the business,
        operations, properties, prospects, profits or condition of Guarantor, in
        any court or before any governmental authority or arbitration board or
        tribunal. Guarantor is not in default with respect to any order, writ,
        injunction, judgment, decree or rule of any court, governmental authority
        or arbitration board or tribunal;

                (j) Neither the financial statements of Guarantor, this Agreement, the
        SEC Documents, nor any other written statement of Guarantor to ASPEN,
        contain any untrue statement of a material fact or omit a material fact
        necessary to make the statements contained therein or herein not
        misleading. There is no material fact which Guarantor has failed to
        disclose to ASPEN in writing which adversely affects or, so far as
        Guarantor can now foresee, will adversely affect the business, prospects,
        profits or condition (financial or otherwise) of Borrower or Guarantor or
        the ability of Borrower or Guarantor to perform this Agreement;

                (k) To the best of Guarantor's knowledge, Guarantor has duly complied
        with, and its property and business operations are in compliance in all
        material respects with, and will maintain compliance in all material
        respects with, the provisions of all federal, state and local laws, rules
        and regulations applicable to Guarantor and its property or the conduct of
        its business, including, without limitation, federal, state and local laws,
        rules and regulations relating or pertaining to data protection,
        confidentiality, safe working conditions, billing and collections,
        referrals and laboratory practices, and the purchase, storage, movement,
        use and disposal of hazardous or potentially hazardous substances used in
        connection with research work and laboratory operations (including
        radioactive compounds and infectious disease agents). There have been no
        citations, notices or orders of noncompliance issued to Guarantor under any
        such law, rule or regulation, including, without limitation, any demand for
        reimbursement, recoupment and/or setoff from any governmental entity or
        Private Third Party Payor rendering payment to Guarantor. As used herein,
        "Private Third Party Payor" includes any insurance product, self-insured




                                       10



                                                              Execution Copy


        employer, or other source of payment for health care services which is not
        paid directly by a governmental entity under a governmental program
        covering the provision of health care and/or laboratory services;

                (l) Guarantor shall use the loan proceeds solely for the purposes
        described herein and as represented in Borrower's loan request;

                (m) Guarantor has not employed or engaged any broker, finder or agent
        who may claim a commission or fee on the loan transaction described in this
        Agreement and Guarantor hereby agrees to indemnify and hold ASPEN harmless
        from any such claim or demand and litigation resulting therefrom;

                (n) Guarantor and its subsidiaries own or possess adequate rights or
        licenses to use all trademarks, trade names, service marks, service mark
        registrations, service names, patents, patent rights, copyrights,
        inventions, licenses, approvals, governmental authorizations, trade secrets
        and rights necessary to conduct their respective businesses as now
        conducted. Except as set forth on Schedule 8(n), Guarantor and its
        subsidiaries do not have any knowledge of any infringement by Guarantor or
        its subsidiaries of trademark, trade name rights, patents, patent rights,
        copyrights, inventions, licenses, service names, service marks, service
        mark registrations, trade secret or other similar rights of others, and, to
        the knowledge of Guarantor there is no claim, action or proceeding being
        made or brought against, or to Guarantor's knowledge, being threatened
        against, Guarantor or its subsidiaries regarding trademark, trade name,
        patents, patent rights, invention, copyright, license, service names,
        service marks, service mark registrations, trade secret or other
        infringement; and Guarantor and its subsidiaries are unaware of any facts
        or circumstances which might give rise to any of the foregoing.

                (o) Guarantor and its subsidiaries are (i) in compliance with any and
        all applicable foreign, federal, state and local laws and regulations
        relating to the protection of human health and safety, the environment or
        hazardous or toxic substances or wastes, pollutants or contaminants
        ("Environmental Laws"), (ii) have received all permits, licenses or other
        approvals required of them under applicable Environmental Laws to conduct
        their respective businesses and (iii) are in compliance with all terms and
        conditions of any such permit, license or approval.

                (p) Any real property and facilities held under lease by Guarantor and
        its subsidiaries are held by them under valid, subsisting and enforceable
        leases with such exceptions as are not material and do not interfere with
        the use made and proposed to be made of such property and buildings by
        Guarantor and its subsidiaries.

                (q) Guarantor and each of its subsidiaries are insured by insurers of
        recognized financial responsibility against such losses and risks and in
        such amounts as management of Guarantor believes to be prudent and
        customary in the businesses in which Guarantor and its subsidiaries are
        engaged. Neither Guarantor nor any such subsidiary has been refused any
        insurance coverage sought or applied for and neither Guarantor nor any such
        subsidiary has any reason to believe that it will not be able to renew its
        existing insurance coverage as and when such coverage expires or to obtain
        similar coverage from similar insurers as may be necessary to continue its
        business at a cost that would not materially and adversely affect the
        condition, financial or otherwise, or the earnings, business or operations
        of Guarantor and its subsidiaries, taken as a whole.

                (r) Guarantor and each of its subsidiaries maintain a system of
        internal accounting controls sufficient to provide reasonable assurance
        that (i) transactions are executed in accordance with management's general
        or specific authorizations, (ii) transactions are recorded as necessary to
        permit preparation of financial statements in conformity with generally
        accepted accounting principles and to maintain asset accountability, and




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        (iii) the recorded amounts for assets is compared with the existing assets
        at reasonable intervals and appropriate action is taken with respect to any
        differences.

                (s) Except as set forth in the SEC Documents, neither Guarantor nor
        any of its subsidiaries is subject to any charter, corporate or other legal
        restriction, or any judgment, decree, order, rule or regulation which in
        the judgment of Guarantor's officers has or is expected in the future to
        have a material adverse effect on the business, properties, operations,
        financial condition, results of operations or prospects of Guarantor or its
        subsidiaries. Except as set forth in the SEC Documents, neither Guarantor
        nor any of its subsidiaries is in breach of any contract or agreement which
        breach, in the judgment of Guarantor's officers, has or is expected to have
        a material adverse effect on the business, properties, operations,
        financial condition, results of operations or prospects of Guarantor or its
        subsidiaries.

                (t) Except as set forth in the SEC Documents, Guarantor and each of
        its subsidiaries has made and filed all federal and state income and all
        other tax returns, reports and declarations required by any jurisdiction to
        which it is subject and (unless and only to the extent that Guarantor and
        each of its subsidiaries has set aside on its books provisions reasonably
        adequate for the payment of all unpaid and unreported taxes) has paid all
        taxes and other governmental assessments and charges that are material in
        amount, shown or determined to be due on such returns, reports and
        declarations, except those being contested in good faith and has set aside
        on its books provision reasonably adequate for the payment of all taxes for
        periods subsequent to the periods to which such returns, reports or
        declarations apply. There are no unpaid taxes in any material amount
        claimed to be due by the taxing authority of any jurisdiction, and the
        officers of Guarantor know of no basis for any such claim.

                (u) Except as set forth in the SEC Documents, and on schedule 8(u) and
        except for arm's length transactions pursuant to which Guarantor makes
        payments in the ordinary course of business upon terms no less favorable
        than Guarantor could obtain from third parties and other than the grant of
        stock options disclosed in the SEC Documents, none of the officers,
        directors, or employees of Guarantor is presently a party to any
        transaction with Guarantor (other than for services as consultants,
        employees, officers and directors), including any contract, agreement or
        other arrangement providing for the furnishing of services to or by,
        providing for rental of real or personal property to or from, or otherwise
        requiring payments to or from any officer, director or such employee or, to
        the knowledge of Guarantor, any corporation, partnership, trust or other
        entity in which any officer, director, or any such employee has a
        substantial interest or is an officer, director, trustee or partner.

                (v) Guarantor shall, from time to time, upon request of ASPEN, furnish
        ASPEN with such information and documents reasonably necessary to protect
        ASPEN's interest in the Collateral and to effectuate the terms of this
        Agreement and the other Loan Documents;

                (w) No event has occurred and no condition exists which would, upon
        the execution and delivery of this Agreement or Guarantor's performance
        hereunder, constitute an event of default as hereinafter described.
        Guarantor is not in default, and no event has occurred and no conditions
        exist which constitute, or which with the passage of time or the giving of
        notice or both would constitute, a default in the payment of any
        indebtedness of Guarantor to any person for money borrowed which could have
        a material adverse effect on Guarantor except as setforth on schedule 8(w);




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                (x) Guarantor has and will maintain good and marketable title in the
        items of property described herein as Collateral free and clear of any
        liens, encumbrances or adverse claims, whether legal or equitable, except
        for Permitted Liens or as agreed in writing by ASPEN.

                (y) Guarantor will not incur, create, assume or permit to exist any
        indebtedness or liability for borrowed money which could constitute a lien
        upon or create a security interest in its assets except (i) in favor of
        ASPEN or Borrower, (ii) Permitted Liens or (iii) for taxes and assessments
        which may be a lien but are not due and payable;

                (z) Guarantor will not directly or indirectly guarantee or otherwise
        be responsible for payment or performance of the obligations of any other
        Person except in favor of ASPEN;

                (aa) Guarantor will not sell, transfer or otherwise dispose of all or
        a substantial part of its assets to any Person; will not consolidate or
        merge with any other Person, or acquire all or substantially all of the
        properties or assets of any other Person unless, with respect to any
        merger, (i) such Person is organized under the law of the United States or
        one of its states, (ii) the Guarantor is the corporation surviving such
        merger, and (iii) immediately prior to and after giving effect to such
        merger, no Default or Event of Default exists or would exist; will not
        enter into any arrangement with any Person whereby it shall sell or
        transfer and then lease back any kind of property used in its business,
        whether now owned or hereafter acquired; and will not, without the prior
        written consent of ASPEN;

                (bb) The financial statements and other information supplied by
        Borrower and/or Guarantor for the Loans were in all material respects
        correct on the date supplied (subject to normal year end audit
        adjustments), and since their dates no material adverse change in the
        financial condition of Borrower and/or Guarantor has occurred;

                (cc) Guarantor will not sell or offer to sell or otherwise transfer or
        encumber all or a part of the Collateral owned by Guarantor without written
        consent of ASPEN or as otherwise permitted by this Agreement, except if the
        same is replaced by substitute Collateral of at least equal value or is
        sold in the ordinary course of business; Guarantor will keep the Collateral
        owned by Guarantor in good order and repair and will not destroy the
        Collateral. ASPEN, at its option, may discharge taxes, liens or other
        encumbrances placed on the Collateral and may pay for the preservation of
        the Collateral. Guarantor agrees to reimburse ASPEN, upon demand, for any
        such expenditures;

                (dd) Guarantor has not received notice from any governmental entity
        (including federal, state or local) that Guarantor has received a material
        overpayment on receivables, which material overpayment (in excess of any
        related provision for the same on that person's financial statements and
        records) would decrease the overall value of the accounts receivable of the
        Guarantor by in excess of Twenty-Five Thousand Dollars ($25,000.00);

                (ee) Guarantor will promptly and immediately notify ASPEN upon receipt
        of any notice of overpayment of Twenty-Five Thousand Dollars ($25,000.00)
        or more in excess of the related provision on the books of the affected
        person ("Extraordinary Overpayment") and of any attempt by any governmental
        entity or any Private Third Party Payor to recoup such Extraordinary
        Overpayment. As used herein, "Private Third Party Payor" includes any




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        insurance product, self-insured employer, or other source of payment for
        health care services which is not paid directly by a governmental entity
        under a governmental program covering the provision of health care and/or
        laboratory services.

                (ff) Guarantor shall continue to file on a timely basis all periodic
        reports and other docuemts with the SEC required to be filed by it and
        shall continue to qualify to have, and continue to actually have, its
        common stock quoted upon the OTC Bulletin Board..

                (gg) Guarantor shall maintain a system of internal accounting controls
        sufficient to provide reasonable assurance that (i) transactions are
        executed in accordance with management's general or specific
        authorizations, (ii) transactions are recorded as necessary to permit
        preparation of financial statements in conformity with generally accepted
        accounting principles and to maintain asset accountability, and (iii) the
        recorded amounts for assets is compared with the existing assets at
        reasonable intervals and appropriate action is taken with respect to any
        differences.

        Each request for an Advance made by Borrower pursuant to this Agreement or
any of the other Loan Documents shall constitute: (i) an automatic
representation and warranty by Guarantor to ASPEN that there does not then exist
any event of default; and (ii) a reaffirmation by Guarantor as of the date of
said request that all of the representations and warranties of Guarantor
contained in this Agreement and the other Loan Documents are true and correct in
all material respects. The representations and warranties of Guarantor contained
in this Agreement or any of the other Loan Documents shall survive the
execution, delivery and acceptance thereof by ASPEN and the parties thereof and
the Closing of the transactions described therein or related thereto.

        9. Existence and Authority; Other Documents. At or prior to Closing or such
other date as mutually agreed upon, Borrower shall furnish to ASPEN:

                (a) A true, correct and complete copy of all governing documents of
        Borrower and all amendments thereto, certified by the Secretary of State or
        other appropriate official of its jurisdiction of formation, or by the
        secretary of Borrower for unfiled documents;

                (b) A true, correct and complete copy of all governing documents of
        Guarantor and all amendments thereto, certified by the Secretary of State
        or other appropriate official of its jurisdiction of incorporation, or by
        the secretary of Guarantor for unfiled documents;

                (c) Certified copy of resolutions and incumbency certificates from
        Borrower authorizing the execution, delivery and consummation of the
        transactions contemplated by this Agreement and all other documents or
        instruments to be executed and delivered in conjunction herewith;

                (d) Certified copy of resolutions and incumbency certificates from
        Guarantor authorizing the execution, delivery and consummation of the
        transactions contemplated by this Agreement and all other documents or
        instruments to be executed and delivered in conjunction herewith;

                (e) A certificate issued by the Secretary of State or other
        appropriate official of Guarantor's jurisdiction of incorporation
        evidencing Guarantor's good standing and authority to do business;




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                (f) A certificate issued by the Secretary of State or other
        appropriate official of Borrower's jurisdiction of incorporation evidencing
        Borrower's good standing and authority to do business; and

                (g) Such other documents, instruments, certificates, agreements or
        information as ASPEN shall reasonably request in connection with the
        matters and transactions contemplated by this Agreement and the other Loan
        Documents.

        10. Additional Conditions to Closing and/or Advances.

                (a) No Advances will be made under the Note if such amount, together
        with all outstanding and unpaid advances under the Note, would exceed the
        Borrowing Base, as defined in the Note.

                (b) Lockbox. At Closing and thereafter at all times until the
        Liabilities are paid in full and ASPEN has no obligation to make any
        Advances, Borrower shall maintain an agreement pursuant to which all
        accounts receivable payable to Borrower are deposited into a lockbox
        maintained by Fifth Third Bank, Florida or such other banking institution
        as may be reasonably acceptable to ASPEN. Such agreement shall be
        irrevocable as to all accounts receivable debtors other than governmental
        agencies and/or payors until the Liabilities are paid in full.

        11. Borrower's Affirmative Agreements. In addition to any other covenants
and agreements of Borrower hereunder and in the Security Agreement, Borrower
agrees that from the date hereof and until payment in full of all Liabilities
and termination of ASPEN's obligation to make Advances, unless ASPEN shall
otherwise consent in writing, it shall (a) cause to be done all things
reasonably needed to preserve its rights and franchises and make good faith
efforts to comply with all laws applicable to it; continue to conduct its
business substantially as it has during the present year or as it has
represented same to ASPEN; and, at all times, maintain such insurance, to such
extent and against such risks, including, fire, theft, workmen's compensation
claims, errors and omissions, general liability and property damage, as is
customary with companies in the same or similar business, providing a schedule
of same to ASPEN; (b) promptly pay all of its obligations, and all taxes,
assessments and governmental charges imposed upon it and its business operations
before they are in default, as well as all lawful claims for labor, materials
and supplies or otherwise which, if unpaid, might become a lien upon its
properties; (c) promptly notify ASPEN of any default by Borrower or Guarantor
relating to any material indebtedness of Borrower or Guarantor or any material,
contractual obligation of Borrower or Guarantor; (d) protect, indemnify, defend
and save harmless, ASPEN, any affiliate of ASPEN, and their respective
directors, officers, agents and employees from and against any and all
liability, expense or damage of any kind or nature and from any suits, claims or
demands, including reasonable legal fees and expenses on account of any matter
or thing or action or failure to act of Borrower or Gaurantor, whether in suit
or not, arising out of this Agreement or any Loan Documents or Security
Instrument (as defined in the Note) or in connection herewith or therewith
unless said suit, claim or damage is caused by the negligence or willful
malfeasance of ASPEN or such affiliate of ASPEN; and (e) at ASPEN's request,
promptly execute or cause to be executed and deliver to ASPEN any and all
documents, instruments, agreements and information deemed necessary by ASPEN, in
ASPEN's reasonable discretion, to perfect or to continue the perfection of
ASPEN's liens created hereunder, to facilitate the collection of the Collateral
or otherwise to give effect to or carry out the terms or intent of this
Agreement or any of the other Loan Documents, specifically excluding, however,
any patient records. The indemnification set forth herein shall survive the
Closing of the transaction and the repayment of all Liabilities incurred under
the Loan Documents.




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        12. Guarantor's Affirmative Agreements. In addition to any other covenants
and agreements of Guarantor hereunder and in the Security Agreement, Guarantor
agrees that from the date hereof and until payment in full of all Liabilities
and termination of ASPEN's obligation to make Advances, unless ASPEN shall
otherwise consent in writing, it shall (a) cause to be done all things
reasonably needed to preserve its rights and franchises and make good faith
efforts to comply with all laws applicable to it; continue to conduct its
business substantially as it has during the present year or as it has
represented same to ASPEN; and, at all times, maintain such insurance, to such
extent and against such risks, including, fire, theft, workmen's compensation
claims, errors and omissions, general liability and property damage, as is
customary with companies in the same or similar business, providing a schedule
of same to ASPEN; (b) promptly pay all of its obligations, and all taxes,
assessments and governmental charges imposed upon it and its business operations
before they are in default, as well as all lawful claims for labor, materials
and supplies or otherwise which, if unpaid, might become a lien upon its
properties; (c) promptly notify ASPEN of any default by Borrower or Guarantor
relating to any material indebtedness of Borrower or Guarantor or any material,
contractual obligation of Borrower or Guarantor; (d) protect, indemnify, defend
and save harmless, Borrower or Guarantor, and their respective directors,
officers, agents and employees from and against any and all liability, expense
or damage of any kind or nature and from any suits, claims or demands, including
reasonable legal fees and expenses on account of any matter or thing or action
or failure to act of ASPEN or such affiliate of ASPEN, whether in suit or not,
arising out of this Agreement or any Loan Documents or Security Instrument (as
defined in either of the Notes) or in connection herewith or therewith unless
said suit, claim or damage is caused by the negligence or willful malfeasance of
ASPEN or such affiliate of ASPEN; and (e) at ASPEN's request, promptly execute
or cause to be executed and deliver to ASPEN any and all documents, instruments,
agreements and information deemed necessary by ASPEN, in ASPEN's reasonable
discretion, to perfect or to continue the perfection of ASPEN's liens created
hereunder, to facilitate the collection of the Collateral or otherwise to give
effect to or carry out the terms or intent of this Agreement or any of the other
Loan Documents, specifically excluding, however, any patient records. The
indemnification set forth herein shall survive the Closing of the transaction
and the repayment of all Liabilities incurred under the Loan Documents.

        13. Borrower's Negative Covenants. In addition to any other covenants and
agreements of Borrower hereunder and in the Security Agreement, Borrower agrees
that from the date hereof and until payment in full of all Liabilities and
termination of ASPEN's obligation to make Advances, unless ASPEN shall otherwise
consent in writing, it shall not: (a) incur or permit to exist any indebtedness
or liability for borrowed money in excess of Fifty Thousand Dollars
($50,000.00), except for the Liabilities, or other indebtedness as approved by
ASPEN; (b) incur or permit to exist any lien or other encumbrance on the
Collateral other than in favor of ASPEN or as permitted hereunder; (c) guarantee
or otherwise be responsible for obligations of any other Person except in favor
of ASPEN or any affiliate of ASPEN; (d) permit the declaration, or payment of
any dividend in respect of, or its capital stock other than stock dividends; (e)
to the extent the following would cause a material adverse effect on Borrower's
ability to perform its obligations hereunder, make any substantial change in its
present business or engage in any activities apart from its present business;
dissolve, merge or consolidate with or into any other Person, or otherwise
change its identity or corporate structure, or sell or transfer all or a
substantial part of its assets (except for inventory in the ordinary course of
business) whether now owned or hereinafter acquired, change its corporate or
trade name, or change its chief executive and/or operating offices; and (f)
create, incur, assume or suffer to exist any lease obligation in excess of Fifty
Thousand Dollars ($50,000.00), other than Permitted Liens or lease obligations
incurred in the ordinary course of business, make any investment in, or make any
loan or advance to, any Person, or purchase or acquire obligations owned by
others.




                                       16



                                                              Execution Copy


        14. Guarantor's Negative Covenants. In addition to any other covenants and
agreements of Guarantor hereunder and in the Security Agreement, Guarantor
agrees that from the date hereof and until payment in full of all Liabilities
and termination of ASPEN's obligation to make Advances, unless ASPEN shall
otherwise consent in writing, it shall not: (a) incur or permit to exist any
indebtedness or liability for borrowed money in excess of Fifty Thousand Dollars
($50,000.00), except for the Liabilities, the indebtedness set forth on Schedule
14, which contemplates indebtedness to Cornell Capital Partners, LP, or other
indebtedness as approved by ASPEN; (b) incur or permit to exist any lien or
other encumbrance on the Collateral other than in favor of ASPEN or as permitted
hereunder; (c) guarantee or otherwise be responsible for obligations of any
other Person except in favor of ASPEN or any affiliate of ASPEN; (d) permit the
declaration of, or payment of any dividend in respect of, its capital stock
other than stock dividends; (e) to the extent the following would cause a
material adverse effect on Borrower's ability to perform its obligations
hereunder, make any substantial change in its present business or engage in any
activities apart from its present business; dissolve, merge or consolidate with
or into any other Person, or otherwise change its identity or corporate
structure, or sell or transfer all or a substantial part of its assets (except
for inventory in the ordinary course of business) whether now owned or
hereinafter acquired, change its corporate or trade name, or change its chief
executive and/or operating offices; and (f) create, incur, assume or suffer to
exist any lease obligation in excess of Fifty Thousand Dollars ($50,000.00),
other than Permitted Liens or lease obligations incurred in the ordinary course
of business, make any investment in, or make any loan or advance to, any Person,
or purchase or acquire obligations owned by others.

        15. Events of Default by Borrower and ASPEN. The following are Events of
Default:

                (a) Payment. Default in the payment of any Liability within ten (10)
        days of when due; provided however, no Event of Default shall occur for
        normally recurring interest payments if the Event of Default results from
        ASPEN not having sufficient capital to make Advances that are otherwise
        permitted or required hereunder;

                (b) Breach of Representations or Warranties. The breach of any of
        Borrower's or any of Guarantor's representations, covenants, agreements or
        warranties contained in this Agreement (including, without limitation,
        those set forth in Sections 7, 8, 11, 12, 13, and 14 of this Agreement) or
        under the Loan Documents or any Security Instrument (as defined in either
        of the Notes) in any material respect;

                (c) Payment of Over-Advance. Refusal or failure to pay amounts in
        excess of the Borrowing Base ("Over-Advance") within ten (10) days after
        the occurrence of such Over-Advance;

                (d) Other Terms, Covenants or Agreements. Default in the performance
        of any other term, covenant, condition, obligation or agreement of this
        Agreement, any Guaranty, any Security Instrument (as defined in either of
        the Notes) or any Loan Document which continues unremedied for thirty (30)
        days after (i) receipt by ASPEN of a Borrower Notice of Default (as defined
        in section 16 herof) or (ii) the receipt by Borrower or Guarantor of
        written notice by ASPEN to Borrower or Guarantor of non-payment of any
        amount required to be paid under the Note, and after which, in either case,
        such Event of Default remains uncured, or any material event of default on
        the part of Borrower or any Guarantor due to non-performance under any
        loan, agreement, document or instrument to which Borrower or any Guarantor
        is now or hereafter a party, or by which any of Borrower's or Guarantor's
        property is bound, which default or event of default is not cured within
        the period of grace, if any, provided therein and results in remedies being
        pursued against Borrower or Guarantor;




                                       17



                                                              Execution Copy


                (e) Liens, Sales, Conveyances, etc. Any sale, conveyance or transfer
        of any rights in the Collateral securing the Liabilities, or any
        destruction, loss or damage of or to the Collateral in any material respect
        other than a Permitted Lien or as expressly permitted pursuant to this
        Agreement, or the creation of any lien on the Collateral (except a
        Permitted Lien, a lien to ASPEN or as expressly agreed by ASPEN in
        writing;)

                (f) Maintenance of Insurance. Failure of Borrower to maintain any
        insurance required under the terms of this Agreement or any Security
        Instrument;

                (g) Voluntary Actions. Borrower shall apply for or consent to the
        appointment of a receiver, trustee or liquidator for itself or for any of
        its properties or assets, admit in writing the inability to pay debts, make
        a general assignment for the benefit of creditors, be adjudicated bankrupt
        or insolvent, or file a voluntary petition under any bankruptcy law, or a
        petition or answer seeking reorganization or an arrangement with creditors
        or to take advantage of any bankruptcy, reorganization, insolvency, or
        liquidation law, or an answer admitting the material allegations of a
        petition filed against it in any proceeding under any such law, or any of
        the foregoing shall occur with respect to any Guarantor; and

                (h) Involuntary Actions. An order shall be entered, without the
        application or consent of Borrower, by any court approving a petition
        seeking reorganization of Borrower or of all or a substantial part of the
        properties or assets of Borrower or appointing a receiver, trustee or
        liquidator of Borrower and such order shall continue unstayed and in effect
        for a period of thirty (30) days or more, or the institution of any
        garnishment proceedings by attachment, levy or otherwise, against any
        deposit balance maintained or any property deposited with ASPEN by Borrower
        and such proceeding is not discharged within ten (10) days of its
        commencement, or any of the foregoing shall occur with respect to the
        Guarantor.

                (i) Event of Default by ASPEN The parties to this Agreement
        acknowledge that at the first Closing of the Loan on the date hereof, ASPEN
        will be advancing $850,000 to the Company, and that as of the date hereof,
        ASPEN has not yet completed its fundraising activities in order to provide
        the remaining amounts under the Borrowing Base. While ASPEN believes that
        this fundraising activity will be completed by April 30, 2005, there can be
        no assurance that ASPEN will be successful in raising such funds. If ASPEN
        fails to have available the maximum amount under the latest Borrowing Base
        Certificate (not to exceed $1,500,000) for Advances to Borrower by April
        30, 2005, ASPEN shall be in default of its obligations under this
        Agreement. ASPEN shall have thirty (30) days to cure such default. If such
        default is not cured by May 31, 2005, Borrower and Guarantor shall be
        permitted to obtain alternative financing and incur additional indebtedness
        over and beyond the limitations imposed by Section 13a) at Borrower's
        and/or Guarantor's discretion without need for approval from ASPEN up to
        the amount of the shortfall and the Company will be able to secure a second
        position on the assets if needed to do so. This will qualify as a Permitted
        lien as defined herein.

        16. Action Upon Default. Upon the discovery by the Borrower of any Event of
Default other than non-payment of the Note, the Borrower shall have an
affirmative duty to provide written notice to ASPEN of such Event of Default (a
"Borrower Notice of Default") within forty-eight (48) hours of any such
discovery. If at any time an Event of Default shall have occurred, and after (i)
the expiration of a thirty (30) day cure period following either (i) the
dispatch by Borrower of a Borrower Notice of Default, or (ii) the receipt by
Borrower of written notice by ASPEN to Borrower of non-payment of any amount




                                       18



                                                              Execution Copy


required to be paid under the Note, and after which, in either case, such Event
of Default remains uncured, then, in addition to all rights and remedies
available to it at law or in equity (which rights and remedies are expressly
reserved by ASPEN) ASPEN may, upon notice to Borrower, at its election (but
without any obligation to do so), without further demand or notice of any kind
or any appraisal or evaluation, all of which are hereby expressly waived by
Borrower:

                (a) Cease making any Advances under the Note;

                (b) Pay any taxes, discharge any lien, procure any insurance, pay any
        contractor, subcontractor, materialman or supplier or cure any default by
        Borrower or Guarantor and the costs thereof shall be deemed Liabilities
        bearing interest at the highest Default Rate under the Notes and secured by
        the Security Instruments (as defined in either of the Notes), and/or the
        Collateral;

                (c) Declare the Note and any or all Liabilities due and payable
        forthwith in full, both as to principal and interest, anything contained in
        this Agreement or the Loan Documents to the contrary notwithstanding (which
        shall be automatic and not subject to the 30 day cure period upon the
        occurrence of any event described in 15(g) or 15(h) above).

        ASPEN may proceed to the enforcement of this Agreement or any other Loan
Documents with its rights and remedies as provided by law or equity against any
Collateral in any combination or order as ASPEN shall choose.

                (d) ASPEN may sell or deliver the Collateral or any part thereof, in
        good faith at any broker's board, or at public or private sale, in whole at
        any time or in part from time to time within Florida or elsewhere, for
        cash, upon credit or for future delivery and at such place or prices as it
        shall deem satisfactory exercising commercially reasonable discretion. In
        case of any sale by ASPEN of any of the Collateral on credit or for future
        delivery, the Collateral sold may be retained by ASPEN until the selling
        price is paid by the purchaser, but ASPEN shall incur no liability in case
        of a failure of the purchaser to take up or pay for the Collateral so sold.
        In case of any such failure, such Collateral so sold may be again similarly
        sold. In lieu of exercising a power of sale hereunder conferred upon it,
        ASPEN may, in its sole discretion, proceed by suit or suits at law or in
        equity to enforce the security interest and sell the Collateral, or any
        portion thereof, under a judgment or decree of a court or courts of
        competent jurisdiction. Borrower and Guarantors each authorize ASPEN, in
        connection with any sale, assignment, transfer or delivery for the purpose
        of enforcing this Agreement, to execute and deliver such bills of sale,
        assignments and other instruments that the ASPEN shall consider necessary.
        Nevertheless, Borrower and Guarantors each agree, if requested by ASPEN, to
        ratify and confirm any such sale, assignment, transfer or delivery by
        executing and delivering to ASPEN or any purchaser all bills of sale,
        assignments, releases and other proper instruments or documents to effect
        such ratification and confirmation as may be designated at any such
        request. The proceeds of such sales may be applied to the Liabilities in
        any manner or order ASPEN desires. ASPEN shall have all of the rights and
        remedies of a secured party under the Uniform Commercial Code as adopted in
        Florida and under any other applicable law.

        17. No Waiver. The failure of ASPEN to insist upon strict compliance with
and performance of any of the terms and conditions of this Agreement shall not
constitute a waiver of any such term or condition. Any waiver granted hereunder
shall be in writing signed by ASPEN and shall apply only to the specific
instance referenced therein and only for that specific time. Any waiver granted
for one event shall not constitute a waiver of any same or similar condition or




                                       19



                                                              Execution Copy


event occurring at a subsequent date. No waiver by ASPEN of any Event of Default
shall be held or construed to be a waiver of any other Event of Default whether
or not subsequently occurring. No Advances under this Agreement shall constitute
a waiver of any of the conditions of ASPEN's obligation to make further
Advances, nor, in the event Borrower is unable to satisfy any such condition,
shall any such failure to insist upon strict compliance have the effect of
precluding ASPEN from thereafter declaring such inability to be an Event of
Default as herein provided. The remedies set forth herein are cumulative and are
in addition to any other remedies available to ASPEN by law or equity or by any
other documents executed by Borrower or any Guarantor in connection with this
Loan, and ASPEN may pursue any one, several or all of said remedies upon the
occurrence of any Event of Default.

        18. General Conditions.

                (a) Indemnity. Each of Borrower and Guarantor hereby indemnifies and
        agrees to defend and hold harmless each of ASPEN and any affiliate of ASPEN
        and their respective directors, officers, agents and employees, from and
        against any and all liabilities, claims, charges, losses, expenses
        (including, without limitation, attorneys' fees and disbursements) or
        damages of any kind or nature, or otherwise which may arise in connection
        with this Agreement or any of the other Loan Documents or the consummation
        of the transactions contemplated herein or therein, except to the extent
        any such liabilities, claims, charges, losses, expenses or damages arise
        out of the gross negligence or willful misconduct of ASPEN or any affiliate
        of ASPEN or their respective directors, officers, agents or employees.

                (b) Submission of Evidence. Any condition of this Agreement which
        requires the submission of evidence of the existence or non-existence of a
        specified fact or facts implies as a condition the existence or
        non-existence, as the case may be, of such fact or facts, and ASPEN shall,
        at all times, be free to independently establish to its satisfaction such
        existence or non-existence.

                (c) ASPEN Sole Beneficiary. All terms, provisions, covenants and other
        conditions of the obligations of ASPEN to make Advances hereunder are
        imposed solely and exclusively for the benefit of ASPEN and its successors
        and assigns, and no other person shall have standing to require
        satisfaction of such terms, covenants and other conditions in accordance
        with their terms or be deemed to be a beneficiary of such terms, covenants
        and other conditions, any or all of which may be freely waived, in whole or
        in part, by ASPEN at any time if, in ASPEN's sole discretion, ASPEN deems
        it advisable or desirable to do so.

                (d) Severability of Provisions. Any provision of this Agreement which
        is prohibited or unenforceable in the State of Florida or in any
        jurisdiction in the United States shall, as to the State of Florida or such
        jurisdiction in the United States, be ineffective to the extent of such
        prohibition or unenforceability without invalidating the remaining
        provisions hereof or affecting the validity or enforceability of such
        provision in any other jurisdiction.

                (e) Headings. The headings and captions of various paragraphs of this
        Agreement are for convenience of reference only and are not to be construed
        as defining or limiting, in any way, the scope or intent of the provisions
        hereof.

                (f) No Joint Venture. Neither Borrower nor Guarantor are and shall not
        be deemed to be a joint venturer with, or an agent of, ASPEN for any
        purpose.




                                       20



                                                              Execution Copy


                (g) Incorporation By Reference. Borrower and Guarantors agree that
        until this Agreement is terminated by the repayment to ASPEN and any
        affiliate of ASPEN of all principal and interest due and owing on the Note,
        any of the Liabilities, and other sums due and owing pursuant to the other
        Loan Documents, the Note, the Security Instruments (as defined in the
        Note), and the other Loan Documents shall be made subject to all the terms,
        covenants, conditions, obligations, stipulations and agreements contained
        in this Agreement to the same extent and effect as if fully set forth in
        and made a part of the Note, such Security Instruments, and the other Loan
        Documents. In the event of a direct conflict between any of the Loan
        Documents and the provisions of this Agreement, this Agreement shall be
        controlling.

                (h) Further Assurances. Borrower and Guarantors hereby agree promptly
        to execute and deliver such additional documents, agreements and
        instruments and promptly to take such additional action as ASPEN may at any
        time and from time to time reasonably request in writing in order for ASPEN
        to obtain the full benefits and rights granted or purported to be granted
        by this Agreement, including, but not limited to a finalization of the
        Schedules to this Loan Agreement, if necessary, within five (5) business
        days of the date hereof.

        19. Inspections. ASPEN, through its officers, agents, employees or
designees, shall have the right at all reasonable times to examine the books,
records, accounting data and other documents of Borrower and/or Guarantor and to
make extracts therefrom or copies thereof. Said books, records and documents
shall be made available to ASPEN, its officers, agents and employees promptly
(and in any event within three (3) business days) upon written demand therefor.
Notwithstanding the foregoing or any other provision of this Agreement, ASPEN
acknowledges that at no time will it be permitted, or have a right to, access to
any private patient records.

        20. Costs and Expenses. Borrower shall pay all reasonable out-of-pocket
third party expenses incidental to the making and administration of this loan,
including, but not limited to, pre-Closing, Closing and post-Closing expenses,
commitment fees, recording and filing fees, appraisal fees, accountants' fees,
attorneys' fees and any and all other out-of-pocket expenses or fees incurred in
connection with the negotiation, preparation, review, amendment or modification
of the documents relating to the Loans, the administration of the Loans, or the
enforcement of any of ASPEN's rights, subject to Borrower's receipt of an
itemization of such expenses and receipt of third party invoices where
practical. The maximum amount of Borrower's liability for the total costs and
expenses in conjunction with the origination of this Loan shall not exceed
$17,500. The parties agree that such limitation shall not apply to the amendment
or modification of the documents, the ongoing administration of the Loans or the
enforcement of any of ASPEN's rights, subject to the Borrower's receipt of an
itemization of such third party expenses and receipt of third party invoices
where practical. All expenses related to Steve Jones must be pre-approved by the
Board of Directors.

        21. Notices. Any notices required to be given herein by any party to the
other shall be in writing and either personally delivered or sent registered or
certified mail, postage prepaid, return receipt requested, to:

         Borrower:                  Neogenomics, Inc.
                                    12701 Commonwealth Drive, Suite 9
                                    Fort Myers, FL 33913
                                    Attention:  Robert P. Gasparini




                                       21



                                                              Execution Copy


         Guarantor:                 Neogenomics, Inc.
                                    12701 Commonwealth Drive, Suite 9
                                    Fort Myers, FL 33913
                                    Attention:  Robert P. Gasparini


         ASPEN:                     Aspen Select Healthcare, LP
                                    1740 Persimmon Drive
                                    Naples, FL  34109
                                    Attention:   Steven Jones


                                    With a copy (which copy shall not constitute notice) to:

                                    M.M. Membrado & Associates, PLLC
                                    115 E. 57th Street, Suite 1006
                                    New York, NY 10022
                                    Attention: Michael Membrado, Esq.
                                    Facsimile: (646) 486-9771

or such other address as either party hereafter designates to the other in
writing as aforesaid.

        22. Miscellaneous. No right, interest or benefit of Borrower hereunder
shall be assigned or otherwise transferred by it. This Agreement, the Note, the
Loan Documents and any other documents required to be executed and delivered by
Borrower or Guarantor in accordance with this Agreement, constitute the entire
and complete agreement by and between ASPEN and Borrower concerning the Loans
described in this Agreement. In the event of any conflict or inconsistency
between this Agreement and any of the other Loan Documents, the terms of this
Agreement shall govern. No change, amendment or modification of or to this
Agreement, the Notes, the Loan Documents and/or any of the other documents
executed and delivered by Borrower or any of the Guarantors shall be binding
unless in writing and signed by ASPEN. All representations, warranties and
agreements herein contained shall survive the Closing. This Agreement is made
and entered into for the sole protection and benefit of ASPEN, affiliates of
ASPEN, Borrower, Guarantor and their respective successors and assigns, and no
other person shall have any right of action hereon. Time is of the essence
hereof. Whenever used, the singular number shall include the plural, the plural
the singular, and the use of any gender shall include all genders. Upon
Borrower's payment in full of any loans now or hereafter issued by ASPEN or any
affiliate of ASPEN for the benefit of or at the request of Borrower or
Guarantor, under this Agreement or any other document, instrument or agreement
related to this Agreement, ASPEN shall release all liens on the Collateral.

        23. Governing Law; Consent to Forum. This Agreement and all other Loan
Documents have been negotiated, executed and delivered at and shall be deemed to
have been made in the State of Florida. This Agreement and all other Loan
Documents shall be governed by and construed in accordance with the laws of the
State of Florida; provided, however, that if any of the Collateral shall be
located in any jurisdiction other than Florida, the laws of such jurisdiction
shall govern the method, manner and procedure for foreclosure of ASPEN's lien
upon such Collateral and the enforcement of ASPEN's other remedies with respect
to such Collateral to the extent that the laws of such jurisdiction are
different from or inconsistent with the laws of Florida. As part of the
consideration for new value this day received, Borrower and Guarantors each
hereby consent and submit to the personal jurisdiction of the Circuit Court for
Collier County, Florida and the United States District Court for the Middle




                                       22



                                                              Execution Copy


District of Florida, and waive personal service of any and all process upon it
and consent that all such service of process be made by certified or registered
mail directed to such party at the address stated in paragraph 21, with service
so made deemed to be completed upon actual receipt thereof. Borrower and each of
the Guarantors waive any objection to jurisdiction and venue of any action
instituted against it as provided herein and agree not to assert any defense
based on lack of jurisdiction or venue.

        24. Waiver of Right to Trial By Jury. Borrower, Guarantor, and ASPEN each
hereby unconditionally and irrevocably waive any and all right to trial by jury
in any action, suit, counterclaim or cross-claim arising in connection with, out
of or otherwise relating to this Agreement, the other Loan Documents, the
Liabilities, any Collateral or any transaction arising therefrom or related
thereto.

        25. Closing. All references herein to the "Closing" shall be deemed to
refer to the actual date on which this Agreement is executed and delivered to
ASPEN, which is March 23, 2005 or such other date as is mutually agreed upon.

        26. Assignment. No party may assign either this Agreement or any of his or
its rights, interests, or obligations hereunder without the prior written
approval of the other parties hereto; provided, however, that ASPEN may assign
any or all of its rights and interests hereunder to any affiliate of ASPEN.




                  [BALANCE OF THIS PAGE INTENTIONALLY BLANK.]




                                       23



                                                              Execution Copy



        IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
officers of Borrower, Guarantor and ASPEN as of the day and year first above
written.

Signed In the Presence of:                    ASPEN:

                                              ASPEN SELECT  HEALTHCARE,  L.P.,  a Delaware  limited
                                               partnership

                                              By MEDICAL VENTURES PARTNERS
                                                 LLC, a Delaware limited liability company,
                                                 its general partner,

___________________________________
Print Name                                     By:/s/ Steven Jones
                                               Name:Steven Jones
                                               Its:Member

                                               Borrower:

                                               NEOGENOMICS, INC., a Florida corporation

___________________________________            By:/s/ Robert Gasparini
Print Name:                                    Name:Robert Gasparini
                                               Its:President

                                               Guarantor:

                                               NEOGENOMICS, INC., a Nevada corporation



___________________________________            By:/s/ Robert Gasparini
Print Name:                                    Name:Robert Gasparini
                                               Its:President




                                       24



                                                              Execution Copy


                            SCHEDULES 7(f) AND 8(i)

                               Legal Proceedings

        On January 12, 2005, the Borrower received a complaint filed in the Circuit
Court for Seminole County, Florida by its former Laboratory Director, Dr. Peter
Kohn. The complaint alleges that the Borrower owes Dr. Kohn approximately
$22,000 is back vacation pay and other unspecified damages. The Borrower
believes that it owes Dr. Kohn no more than approximately $12,000. The Borrower
has filed a motion to dismiss the complaint. Should such motion fail, the
Borrower and the Guarantor intend to vigorously pursue their defense of this
matter.


                                 SCHEDULE 8(d)

                   Options, Warrants, and Registration Rights

        As of the date hereof, the Guarantor has outstanding:

        a) 1,782,329 stock options issued to employees under the Guarantor's 2003
           Equity Plan;

        In addition, the Guarantor has made commitments to issue:

        b) 27,288 shares under the Guarantor's 2003 Equity Plan, subject to filing a
           Registration Statement on Form S-8. Such shares have been included in the
           number of shares of Common Stock listed in paragraph 8d.

        c) 171,800 warrants with a strike price of $0.01/share to two consultants to
           the Borrower in connection with services provided to the Borrower.

        d) 250,000 warrants with a strike price of $0.25/share to one consultant to
           the Borrower in connection with meeting certain performance milestones.

        The Guarantor is also contemplating issuing:

        e) 10,000 warrants with a strike price of $0.25/share to a consultant to the
           Borrower who is providing services to the Borrow.

        Effective as of the date of this Agreement, the Guarantor entered into an
        Amended and Restated Registration Rights Agreement, which provides for the
        following:

        f) Up to three (3) demand registration rights issued to ASPEN, covering
           9,903,279 shares of Common Stock.

        g) Unlimited piggyback registration rights in favor of ASPEN, Dr. Michael T.
           Dent, Mr. John E. Elliott, Mr. Steven C. Jones and Mr. Lawrence R. Kuhnert,
           covering 15,651,030 shares of Common Stock.




                                       25



                                                              Execution Copy


        Effective as of the date of this Agreement, the Guarantor is also party to
        agreements to register shares sold in recent private placements as follows:

        h) During the period March 31, 2004 until the date hereof, the Guarantor sold
           3,276,667 shares of its Common Stock in various private placements to
           approximately 17 accredited investors. Pursuant to the terms of the Stock
           Purchase Agreements, executed with each such investor, the Guarantor is
           obligated to register such shares with the SEC. The Guarantor currently
           contemplates filing such Registration Statement in April or May of 2005.


                                 SCHEDULE 8(e)

                                Other Agreements

        As discussed in Schedule 8(d), item h), the Guarantor is obligated to
register with the SEC certain shares purchased by accredited investors in
private placements. All of the Stock Purchase Agreements used to consummate such
transactions included a provision that obligated the Company to use its best
efforts to file such registration statement within six months (or in some cases,
less time) of the date of such Stock Purchase Agreements. The Company is
currently in breach of this obligation with most of such investors and intends
to correct such breach by filing the required registration statement in April or
May of 2005.


                                 SCHEDULE 8(n)

                                   Trademarks

        In March 2003, the Company received a certified letter from the law firm of
McLeod, Moyne & Reilly, P.C., dated March 18, 2003, which stated that they
represented NeoGen Corporation, a Lansing, MI manufacturer of products dedicated
to food and animal safety, on intellectual Property Matters. This letter claimed
that the Company's use of the name NeoGenomics, Inc infringed upon their clients
rights in its trademark name, "Neogen" and demanded that the Company cease using
the name, "NeoGenomics". The Company believes that NeoGen's claims are too broad
reaching and that since NeoGen operates in a different industry, it is unlikely
that a court of competent jurisdiction would find that NeoGenomics has in anyway
damaged NeoGen Corporation. Thus the Company has not complied with the demands
of this letter and has heard nothing further on the matter since receiving the
initial letter. As of the date of this Agreement, the Company does not expect
there to be any legal action taken against the Company, but there can be no
assurance the NeoGen Corporation will take such action in the future.




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                                                              Execution Copy


                                  SCHEDULE 14

                        Other Contemplated Indebtedness

        The Guarantor, subject to approval by its board of directors, is currently
contemplating and shall have the right to enter into a loan transaction for up
to $300,000 and to grant a second (subordinate) priority lien on all the
business assets of the Company to Cornell Capital Partners, LP, such loan
transaction and granting of a second (subordinate) priority lien being subject
to acceptable final loan documentation and an acceptable inter-creditor
agreement by ASPEN.




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                                                              Execution Copy


                                   EXHIBIT A

                                      NOTE



$1,500,000.00                                           As of March 23, 2005
                                                        Fort Myers, Florida

FOR VALUE RECEIVED, the undersigned, NeoGenomics, Inc., a Florida corporation,
having its principal office at 12701 Commonwealth Drive, Suite 9, Fort Myers, FL
33913 (hereinafter referred to as "Borrower"), promises to pay to the order of
Aspen Select Healthcare, LP, a Delaware limited partnership, with an office at
1740 Persimmon Drive, Naples, FL 34109 (hereinafter referred to as "ASPEN"), or
holder, the principal sum of One Million Five Hundred Thousand Dollars
($1,500,000.00), or so much thereof as may be advanced by ASPEN to Borrower from
time to time pursuant to the terms hereof and of that certain Loan Agreement by
and between Borrower and ASPEN dated of even date herewith (as the same may be
amended, modified, restated, extended and/or replaced from time to time, the
"Loan Agreement"), together with any additional payments or sums provided for in
this Note, the Loan Agreement, and the Security Instruments (as hereinafter
defined), with interest from the date of advance, at the rate and in the manner
hereinafter specified. The principal amount of each loan made by ASPEN under
this Note and the amount of each prepayment made by Borrower under this Note
will be recorded by ASPEN in the regularly maintained financial records of
ASPEN. The aggregate unpaid principal amount of all loans set forth in such
schedule or in such records will be presumptive evidence of the principal amount
owing and unpaid on this Note. However, failure by ASPEN to make any such entry
will not limit or otherwise affect Borrower's obligations under this Note, the
Loan Agreement, or the Security Instruments. At no time will the total of all
Advances (as hereafter defined) exceed the lesser of the face amount of this
Note or the Borrowing Base (as hereinafter defined). If the total principal
amount of all Advances made hereunder at any time exceeds the face amount of
this Note or exceeds the Borrowing Base (as hereinafter defined), Borrower will
pay the amount of such excess to ASPEN within ten days from the date of notice.

Interest

        Interest shall be at the rate per annum equal to the Prime Rate (as
hereinafter defined) plus six percent (6%). Interest shall be charged on the
outstanding principal balance of this Note from time to time owing from the date
such principal is advanced. During the term of this Note, the rate of interest
shall be based on the hereinafter defined Prime Rate from time to time in
effect. Said rate of interest shall increase and decrease automatically and
without notice in the same amount and on the same day that said Prime Rate
increases or decreases. Any reference herein to the "prime rate of interest" or
Prime Rate is hereby defined to mean the prime rate set forth in the Wall Street
Journal as the base rate posted by 75% of the nation's largest banks from time
to time. All Interest shall be calculated on the basis of a 360-day year for
actual days elapsed. Interest after maturity (whether as stated, by acceleration
or otherwise) on any and all portions of the principal amount and any unpaid
interest shall be at a rate per annum equal to six percent (6%) above the rate
otherwise then payable (hereinafter referred to as the "Default Rate of




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                                                              Execution Copy


Interest"). Interest shall be payable monthly, in arrears, and shall accrue as
of the date of the first Advance hereunder.

Payments

        Interest only on the unpaid principal balance of this Note shall be due and
payable monthly, in arrears, within 15 days of the end of any given calendar
month, commencing with the month ending March 31, 2005 (which shall be a partial
month's interest), with successive payments due on the last day of each
succeeding and consecutive month thereafter, and continuing until maturity (as
stated, by acceleration or otherwise), at which time the then outstanding
principal amount hereof, which is acknowledged by Borrower to be a balloon
payment, together with interest and any and all other amounts due hereunder or
under the hereinafter described Security Instruments shall be due and payable.
All payments under this Note shall be applied, at ASPEN's discretion, to payment
of accrued interest, late fees and any other amounts due and payable by Borrower
hereunder or under the Security Instruments with the balance to be applied
towards the principal amount owed hereunder.

Prepayments; Required Payments

        Borrower may prepay this Note in whole or in part at any time without
premium or penalty. No prepayment or required payment made pursuant to this
section shall be deemed to relieve Borrower of its obligation to make other
payments hereunder, including, without limitation any scheduled and still owing
interest payment.

Term of Note

        The entire unpaid principal balance of this Note, together with accrued
interest thereon, shall be due and payable unless earlier accelerated as
provided herein, on March 31, 2007, subject to extension by ASPEN in its sole
discretion ("Maturity Date").

Place of Payments

        Payments shall be payable in lawful money of the United States to ASPEN at
its office at 1740 Persimmon Drive, Naples, FL 34109, or at such place as shall
hereafter be designated by written notice from the holder to the Borrower.

Monetary Default

        Upon the failure to make any payment required hereunder or under any of the
other Security Instruments or under any other obligation of Borrower to ASPEN
when due, the entire unpaid principal of this Note, together with accrued
interest thereon and any other sums due to ASPEN by Borrower, shall become at
once due and collectible at the option of ASPEN or holder, upon thirty (30) days
written notice or demand and ASPEN or holder may proceed to foreclose all liens
and security interests securing this Note. Failure of ASPEN or holder to




                                       29



                                                              Execution Copy


exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default. No monetary default will exist
based upon the exception as documented in section 15.a of the loan agreement.

"Security Instruments"

        The payment of this Note is secured by valid and subsisting (a) Loan
Agreement, (b) Security Agreement of even date herewith executed by Borrower in
favor of ASPEN, as the same may be amended, modified, extended, replaced or
restated from time to time ("Borrower Security Agreement"), and (c) Stock Pledge
Agreement, even date herewith, executed by the Borrower's parent company,
NeoGenomics, Inc., a Nevada corporation ("Guarantor"), as the same may be
amended, modified, extended, replaced, or restated from time to time (the "Stock
Pledge Agreement"). The Loan Agreement, the Borrower Security Agreement, the
Stock Pledge Agreement, and all other instruments now or hereafter executed in
connection with or as security for this Note or any other obligations of
Borrower to ASPEN have heretofore and shall hereinafter be collectively referred
to as the "Security Instruments."

Security and Non-Monetary Default

        All of the agreements, conditions, covenants, warranties, representations,
provisions and stipulations made by or imposed upon Borrower in the Security
Instruments are hereby made a part of this Note to the same extent, and with the
same force and effect, as if they were fully recited herein. Should there be an
Event of Default (as defined in the Loan Agreement), then ASPEN, or holder,
shall have (after the expiration of any applicable grace period and notice
expressly set forth in the Loan Agreement which provides for at least a thirty
(30) day cure period), in addition to any and all other rights, remedies and
recourses available to it, the right and option to declare the entire unpaid
principal balance and accrued interest on this Note and any other sums due to
ASPEN by Borrower at once due and payable without further demand or presentment
for payment to Borrower, and proceed to foreclose all liens and security
interests securing the payment of same and to invoke all rights, remedies and
recourses relating thereto. The notice of the exercise of the option to
accelerate contained in this paragraph is hereby expressly waived by Borrower.
Failure of ASPEN or holder to exercise the option contained in this paragraph
shall not constitute a waiver of the right to exercise the same in the event of
any subsequent default.

Late Charge

        In the event that any payment herein provided for shall become overdue for
a period in excess of ten (10) days, a late charge of five percent (5%) of such
amount so overdue shall become immediately due to ASPEN or holder, not as a
penalty, but as agreed compensation to ASPEN or holder for the additional costs
and expenses incident to such default in making a payment or payments. Borrower
acknowledges that the exact amount of such costs and expenses may be difficult,
if not impossible, to determine with certainty, and further acknowledges and
confesses the amount of such charge to be a consciously considered, good faith
estimate of the actual damage to ASPEN or holder by reason of such default. Said
charge shall be payable in any event no later than the due date of the next
subsequent payment hereunder. Assessment of the late charge shall not in any
event be deemed to extend the date upon which such installment is due. The
assessment and/or collection of any late charge shall in no way impair ASPEN's
right to pursue any other remedies upon default hereunder, nor shall the
acceptance by ASPEN of any late payment or other performance which does not




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                                                              Execution Copy


strictly comply with the terms of this Note or any of the Security Instruments,
be deemed to be a waiver of any rights of ASPEN arising as a result of any other
failure to comply.

Default Rate

        In the event of any default hereunder or under any of the Security
Instruments, after the expiration of all applicable cure periods and such event
of default remains uncured, the unpaid principal balance of this Note and
accrued interest thereon and all other sums due to ASPEN or holder by Borrower,
shall bear interest at the Default Rate of Interest until all sums are paid in
full.

Right of Set-Off

        Borrower grants to ASPEN a contractual possessory security interest in, and
hereby assigns, conveys, delivers, pledges and transfers to ASPEN all Borrower's
right, title and interest in and to, the accounts of Borrower with ASPEN
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding, however, all IRA and Keogh accounts. Borrower
authorizes ASPEN, to the extent permitted by applicable law and upon the
occurrence of any default hereunder or under any of the Security Instruments, to
charge or set-off all sums owing on this Note against any and all such accounts,
provided, however, without impairing or limiting ASPEN's security interest, that
ASPEN shall not set-off against any IRA or Keogh accounts.

Conditions for Advance

        No Advance shall be made hereunder if ASPEN in its sole reasonable
discretion determines that the total amount of all outstanding and unpaid
Advances plus the requested Advance would exceed the Borrowing Base. No Advance
shall be made hereunder if Borrower is in default hereunder or under any of the
Security Instruments. No Advance shall be made hereunder without submission of a
current Borrowing Base Certificate evidencing that the total of such requested
Advance plus all outstanding and unpaid Advances will not exceed the Borrowing
Base.

Borrowing Base Covenant

        At all times hereafter, and so long as any principal is outstanding
hereunder or ASPEN has any obligation to advance funds hereunder, Borrower shall
not permit the total of all unpaid Advances hereunder to exceed the Borrowing
Base.

Definitions

        As used herein, the following terms shall have the following meaning:




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                                                              Execution Copy



        "Accounts" shall have the meaning ascribed thereto in the Uniform
Commercial Code in effect in the State of Florida from time to time, as the same
may be amended and/or modified.

        "Advance" shall mean each principal amount advanced hereunder.

        "Borrowing Base" shall mean the total of eighty percent (80%) of Eligible
Accounts plus fifty percent (50%) percent of the Book Value (determined pursuant
to GAAP) of all Equipment owned by Borrower plus Five Hundred Thousand Dollars
($500,000) during the period between the date of this Note and April 30, 2005
and plus One Million Dollars ($1,000,000) thereafter;

        "Borrowing Base Certificate" shall mean a collateral report substantially
in the form of Schedule A attached hereto and incorporated herein by reference,
identifying the calculation of and basis for the Borrowing Base.

        "Eligible Accounts" shall mean all of Borrower's Accounts minus (a) any of
Borrower's Accounts which are unpaid more than ninety (90) days from the earlier
of the date of invoice or billing, (b) Accounts for which Borrower has received
notice that the Account debtor is the subject of an action in bankruptcy court
or for receivership, or shall otherwise fail to meet the criteria for Eligible
Accounts, (c) contra accounts, i.e., Accounts owed by an Account Debtor to whom
Borrower is also a vendor, (d) Accounts owed by a foreign Account Debtor, and
(e) Accounts owed to Borrower by Parent or any other entity related to either
Borrower or Parent by common ownership.

        "Equipment" shall have the meaning ascribed thereto in the Uniform
Commercial Code in effect in the State of Florida from time to time, as the same
may be amended and/or modified.

        "GAAP" means generally accepted accounting principles, consistently
applied.

        "Person" means any individual, entity or governmental agency, and shall be
construed in its broadest sense.

Additional Requirements

        Borrower shall submit to ASPEN the following:

        (a) upon (i) 10 days from the execution of this Note, (ii) with every request
            for an Advance, and (iii) on or before the twentieth (20th) day of every
            month starting in April 2005, a Borrowing Base Certificate evidencing that
            the total of all outstanding Advances as of the execution of this Note (for
            a Borrowing Base Certificate submitted pursuant to (i) above), upon making
            of such additional Advance taking into account the Advance requested (for a
            Borrowing Base Certificate submitted pursuant to (ii) above) or as of the
            end of the preceding month (for a Borrowing Base Certificate submitted
            pursuant to (iii) above) does not exceed the Borrowing Base and, for a
            Borrowing Base Certificate submitted pursuant to (i) or (iii) above, also
            containing a complete aging of NeoGenomics' Accounts and accounts payable;




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                                                              Execution Copy


        (b) within three (3) days of filing, complete copies of its federal tax
            returns, with all schedules;

        (c) such additional documents regarding Borrower's financial condition, assets
            or ability to repay Advances as ASPEN may deem necessary or desirable.

Waiver of Right to Trial by Jury.

        Borrower and ASPEN each hereby unconditionally and irrevocably waive any
and all right to trial by jury in any action, suit, counterclaim or cross-claim
arising in connection with, out of or otherwise relating to this Note, the
Security Instruments, the obligations evidenced hereby, and/or any collateral or
any transaction arising therefrom or related hereto.

Non-Waiver

        The remedies of this Note and the aforementioned Security Instruments
securing the same, providing for the enforcement of the payment of the principal
sum thereby secured, together with the interest thereon, and for the performance
of the covenants, conditions and agreements, matters and things herein and
therein contained, are cumulative and concurrent and may be pursued singly or
successively or together, at the sole discretion of ASPEN or holder, and may be
exercised as often as occasion therefor shall occur. The waiver by ASPEN or any
holder hereof of, or failure to enforce any covenant or condition of this Note
or the Security Instruments, or to declare any default thereunder or hereunder,
shall not operate as a waiver of any subsequent default or affect the right of
the ASPEN or holder to exercise any right or remedy not expressly waived in
writing by ASPEN or holder.

Costs of Collection

        Borrower hereby unconditionally agrees to pay the costs of collection of
this Note, including, but not limited to, reasonable attorney fees incurred by
ASPEN or holder, if collectible in the jurisdiction in which a judgment is
rendered or sought to be enforced.

Acknowledgment of Type of Debt and Use of Proceeds

        Borrower hereby acknowledges, warrants and represents that this is not a
consumer transaction and that the principal sum evidenced hereby was not used
for any consumer purpose but was used solely in connection with a commercial,
business transaction. Borrower hereby acknowledges, warrants and represents that
it will use all Advances solely as and for its working capital purposes and to
repay existing indebtedness.




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                                                              Execution Copy


Binding Effect

        This obligation shall bind Borrower and Borrower's successors and permitted
assigns, as the case may be, and the benefits hereof shall inure to any holder
hereof and its successors and assigns.

Waiver of Presentment, Etc.

        Borrower, and all sureties, endorsers and guarantors of this Note, if any,
hereby: (a) agree to any substitution, exchange, addition or release of any such
property or the addition or release of any party or Person primarily or
secondarily liable herein; (b) agree that ASPEN or holder shall not be required
first to institute any suit, or to exhaust its remedies against the Borrower or
any other Person or party in order to enforce payment of this Note; (c) consent
to any extension, rearrangement, renewal or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice,
consent or consideration to any of them; and (d) agree that, notwithstanding the
occurrence of any of the foregoing, except as to any such Person expressly
released in writing by ASPEN or holder, they shall be and remain jointly and
severally, directly and primarily, liable for all sums due hereunder and under
any and all of the Security Instruments.

Governing Law

        This Note and the Security Instruments shall be governed and construed in
accordance with the laws of the State of Florida and of the United States.

Severability - Usury

        The unenforceability or invalidity of any one or more provisions, clauses,
sentences and/or paragraphs of this Note shall not render any other provision,
clause, sentence and/or paragraph herein contained unenforceable or invalid.

        It is the intention of ASPEN or holder, which is signified by acceptance of
this Note, that this Note shall comply with all applicable usury laws now or
hereafter in effect. Accordingly, to the extent that any rate of interest stated
in this Note exceeds the maximum rate of interest which may be charged on loans
of the type and nature evidenced by this Note, then said interest shall be
abated and reduced to the extent necessary to conform with the maximum
permissible rate.




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                                                              Execution Copy


        IN WITNESS WHEREOF, Borrower has executed this Note as of the date and year
first above written in Fort Myers, Florida.

                        ASPEN  SELECT  HEALTHCARE,  LP,  a  Delaware  limited
                        partnership

                        By  MEDICAL  VENTURES   PARTNERS,   LLC,  a  Delaware
                        limited liability company, its general partner,

                        By:     /s/ Steven Jones
                        Name:   Steven Jones, Member


                        NEOGENOMICS, INC., a Florida corporation


                        By:/s/ Robert Gasparini
                        Name:   Robert P. Gasparini
                        Its:    President and Chief Science Officer




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                                                              Execution Copy



                                   Schedule A

                                    MVP 3, LP
                           BORROWING BASE CERTIFICATE

              NEOGENOMICS, INC., a Florida corporation ("Company")

        The undersigned, in accordance with and subject to the terms of the Loan
and Security Agreement dated March 23, 2005 between NeoGenomics, Inc, a Florida
Corporation ("Borrower") and Aspen Select Healthcare, LP, a Delaware Limited
Partnership "(ASPEN") (as the same may be hereafter amended, restated, extended,
revised, and/or modified from time to time, hereinafter referred to as the
"Agreement"), and the Note as defined therein ("Note"), hereby certifies that as
of the date indicated below that the following computations have been made in
accordance with the provisions of the Agreement and the Note and without
duplication or overlap:

As of ____________________:

1. Calculation of Eligible Accounts

   A.  Accounts                                                                       $______________

   B.  Less

       (a)  Accounts that arose in the ordinary course of Company's business
            from the performance (fully completed) of services or bona fide lease,
            sale, manufacture, repair, processing or fabrication of personal property
            which have been delivered to the Account Debtor, and more than
            ninety (90) days have elapsed since the date on which the Account,
            by its original terms, was invoiced                                       $______________

       (b)  Accounts for which Company or Borrower has received notice that
            the Account Debtor is the subject of an action in bankruptcy court
            or for receivership, or otherwise fail to meet the criteria for Eligible
            Accounts                                                                  $______________

       (c)  Accounts owed by an Account Debtor to whom Company is also a vendor       $______________

       (d)  Accounts that are an Account arising out of contracts with or orders
            from an Account Debtor which does not have its principal place of
            business located in the United States of America                          $______________

       (e)  Accounts that are an Account due from Borrower or any Affiliate,
            subsidiary, shareholder or employee of Borrower or Company                $______________

       Total Non-Eligible (sum of (a) through (e))                                    $______________

   C.  Total Eligible  Accounts (A minus B)                                           $______________




                                       36




   D.  Advance Rate (80%)                                                                       x .80

   E.  Accounts and Inventory Availability per Formula                                $______________

2. Calculation of Eligible Equipment

   A.  Book Value of Equipment                                                        $______________

   B.  Advance Rate  (50%)                                                                     x .50

   C.  Equipment Availability per Formula                                             $______________

3. Total Amount of Availability not Subject to Specific Collateral Pursuant to
   the Note                                                                           $______________

4. Total Credit Availability per Formula (1E + 2C+3)

5. Less Outstanding collateralized debt under Note (amounts outstanding  pursuant
   to A+B above)                                                                      $______________

6. Less Outstanding non-collateralized debt under Note (amounts outstanding
   pursuant to C above)                                                               $______________

7. Total Amounts Outstanding prior to the current draw request                        $______________

8. Excess (Deficit) Availability                                                      $______________

9. Amount of Advance Requested with This Borrowing Base Certificate                   $______________

For the purposes of inducing ASPEN to grant Loans pursuant to the Note and
Agreement, we hereby certify that the foregoing Borrowing Base Certificate is
true and correct in all particulars and that there is no Event of Default or
event which, but for the passage of time or notice or both, would constitute an
Event of Default under the Agreement or the Note.


NEOGENOMICS, INC., a Florida corporation ("Company")

By:__________________________________________
Title:_________________________________________
Dated:________________________________________

Borrowing Base Certificate No.:____________




                                       37



EX-99.2 3 neo8kregistration.htm AMENDED AND RESTATED REGISTRATION RIGHTS neo8kregistration




                                                            Execution Copy


                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

        This amended and restated Registration Rights Agreement (this "Agreement")
is made this 23rd day of March 2005, by NEOGENOMICS, INC., a Nevada corporation
(the "Company") for the benefit of Aspen Select Healthcare, LP (formerly known
as MVP 3, LP, and hereinafter referred to as "ASPEN"), a Delaware limited
partnership, John Elliot, an individual, Steven Jones, an individual, Larry
Kuhnert, an individual and Michael T. Dent, M.D., an individual (individually a
"Shareholder" and collectively, the "Shareholders"). This Agreement replaces and
supersedes the original Registration Rights Agreement between the parties,
executed on April 15, 2003.

                                   BACKGROUND

        Pursuant to certain other agreements between the Company and the
Shareholders, the Company has agreed to grant to the Shareholders certain
registration rights, as more fully set forth in this Agreement.

        NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1.Registration Rights.

        1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

        (a) "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

        (b) "Common Stock" shall mean the common stock, par value $0.001 per share,
of the Company.

        (c) "Form S-1, Form SB-1, Form S-2, Form SB-2 and Form S-3" shall mean Form
S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3, respectively, promulgated by
the Commission or any substantially similar form then in effect.

        (d) The terms "Register", "Registered" and "Registration" refer to a
registration effected by preparing and filing a Registration Statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such Registration Statement.

        (e) "Registrable Securities" shall mean the Shares so long as such shares
are ineligible for sale under subparagraph (k) of Rule 144.

        (f) "Registration Expenses" shall mean all expenses incurred by the Company
in complying with Section 2, including, without limitation, all federal and
state registration, qualification and filing fees, printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses, the
expense of any special audits incident to or required by any such Registration
and the reasonable fees and disbursements of counsel for the Selling
Shareholders, as selling shareholders.




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                                                            Execution Copy


        (g) "Registration Statement" shall mean Form S-1, Form SB-1, Form S-2, Form
SB-2 or Form S-3, whichever is applicable.

        (h) "Restriction Termination Date" shall mean, with respect to any
Registrable Securities, the earliest of (i) the date that such Registrable
Securities shall have been Registered and sold or otherwise disposed of in
accordance with the intended method of distribution by the seller or sellers
thereof set forth in the Registration Statement covering such securities or
transferred in compliance with Rule 144, and (ii) the date that an opinion of
counsel to the Company containing reasonable assumptions (which opinion shall be
subject to the reasonable approval of counsel to any affected Shareholder) shall
have been rendered to the effect that the restrictive legend on the Shares can
be properly removed and such legend shall have been removed.

        (i) "Rule 144" shall mean Rule 144 promulgated by the Commission pursuant
to the Securities Act.

        (j) "Shareholders" shall mean, collectively, the Shareholders, their
assignees and transferees, and individually, a Shareholder and any transferee or
assignee of such Shareholder.

        (k) "Securities Act" shall mean the Securities Act of 1933, as amended.

        (l) "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities pursuant to this
Agreement.

        (m) "Selling Shareholders" shall mean a holder of Registrable Securities
who requests Registration under Section 2 herein.

        (n) "Shares" shall mean the shares of Common Stock as set forth of Schedule
A.

        1.2 Required Registration. If the Company shall be requested by ASPEN that
the Company register all or part of ASPEN's Registrable Securities, then the
Company shall promptly, use its best efforts to effect the Registration of the
Registrable Securities that the Company has been requested to Register for
disposition as described in the request of ASPEN's Shares; provided, however,
that the Company shall not be obligated to effect any Registration except in
accordance with the following provisions:

        (a) The Company shall not be obligated to file and cause to become
effective more than three (3) registration statements in which Registrable
Securities are Registered pursuant to this Section 1.2; provided, however, that
the registration of Registrable Securities on a Form S-3 or any successor form
where the gross proceeds from the sale of such securities are anticipated to be
at least $250,000 shall not be counted towards such three (3) registration
statements limit.

        (b) Notwithstanding the foregoing, the Company may include in each such
Registration requested pursuant to this Section 1.2 any authorized but unissued
shares of Common Stock (or authorized treasury shares) for sale by the Company
or any issued and outstanding shares of Common Stock for sale by others,
provided, however, that, if the number of shares of Common Stock so included
pursuant to this clause (b) exceeds the number of Registrable Securities
requested by the holders of Shares requesting such Registration, then such
Registration shall be deemed to be a Registration in accordance, with and
pursuant to Section 1.3; and provided further, however, that the inclusion of
such previously authorized but unissued shares of Common Stock by the Company or
issued and outstanding shares of Common Stock by others in such Registration




                                       2



                                                            Execution Copy


shall not prevent the holders of Shares requesting such Registration from
registering the entire number of Registrable Securities requested by them.

        (c) The Company shall not be required to file a registration statement
pursuant to this Section 1: (i) within six (6) months after any other
registration by the Company (other than under "Excluded Forms," as defined in
Section 1.3 (a) below) or (ii) for six (6) months after the request for
registration under this Section 1.2 if the Company is then engaged in
negotiations regarding a material transaction which has not otherwise been
publicly disclosed, or such shorter period ending on the date, whichever first
occurs, that such transaction is publicly disclosed, abandoned or consummated.

        1.3 Piggyback Registration.

        (a) Each time that the Company proposes to Register a public offering
solely of its Common Stock, other than pursuant to a Registration Statement on
Form S-4 or Form S-8 or similar or successor forms (collectively, "Excluded
Forms"), the Company shall promptly give written notice of such proposed
Registration to all holders of Shares, which shall offer such holders the right
to request inclusion of any Registrable Securities in the proposed Registration.

        (b) Each holder of Shares shall have ten (10) days or such longer period as
shall be set forth in the notice from the receipt of such notice to deliver to
the Company a written request specifying the number of shares of Registrable
Securities such holder intends to sell and the holder's intended plan of
disposition.

        (c) In the event that the proposed Registration by the Company is, in whole
or in part, an underwritten public offering of securities of the Company, any
request under Section 1.3(b) may specify that the Registrable Securities be
included in the underwriting on the same terms and conditions as the shares of
Common Stock, if any, otherwise being sold through underwriters under such
Registration.

        (d) Upon receipt of a written request pursuant to Section 1.3(b), the
Company shall promptly use its best efforts to cause all such Registrable
Securities to be Registered, to the extent required to permit sale or
disposition as set forth in the written request.

        (e) Notwithstanding the foregoing, if the managing underwriter of an
underwritten public offering, determines and advises in writing that the
inclusion of all Registrable Securities proposed to be included in the
underwritten public offering, together with any other issued and outstanding
shares of Common Stock proposed to be included therein by holders other than the
holders of Registrable Securities (such other shares hereinafter collectively
referred to as the "Other Shares"), would interfere with the successful
marketing of the securities proposed to be included in the underwritten public
offering, then the number of such shares to be included in such underwritten
public offering shall be reduced, and shares shall be excluded from such
underwritten public offering in a number deemed necessary by such managing
underwriter, first by excluding shares held by the directors, officers,
employees and founders of the Company, and then, to the extent necessary, by
excluding Registrable Securities participating in such underwritten public
offering, pro rata, based on the number of shares of Registrable Securities each
such holder proposed to include.

        (f) All Shares that are not included in the underwritten public offering
shall be withheld from the market by the holders thereof for a period, not to
exceed 6 months following a public offering, that the managing underwriter
reasonably determines as necessary in order to effect the underwritten public




                                       3



                                                            Execution Copy


offering. The holders of such Shares shall execute such documentation as the
managing underwriter reasonably requests to evidence this lock-up.

        1.4 Preparation and Filing. If and whenever the Company is under an
obligation pursuant to the provisions of this Section 1 to use its best efforts
to effect the Registration of any Registrable Securities, the Company shall, as
expeditiously as practicable:

        (a) prepare and file with the Commission a Registration Statement with
respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become and remain effective in accordance with Section
1.4(b) hereof, keeping each Selling Shareholder advised as to the initiation,
progress and completion of the Registration;

        (b) prepare and file with the Commission such amendments and supplements to
such Registration Statements and the prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective for nine months
and to comply with the provisions of the Securities Act with respect to the sale
or other disposition of all Registrable Securities covered by such registration
statement;

        (c) furnish to each Selling Shareholder such number of copies of any
summary prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Selling Shareholder may reasonably request in order to facilitate the
public sale or other disposition of such Registrable Securities;

        (d) use its best efforts to register or qualify the Registrable Securities
covered by such registration statement under the securities or blue sky laws of
such jurisdictions as each Selling Shareholder shall reasonably request and do
any and all other acts or things which may be necessary or advisable to enable
such holder to consummate the public sale or other disposition in such
jurisdictions of such Registrable Securities; provided, however, that the
Company shall not be required to consent to general service of process, qualify
to do business as a foreign corporation where it would not be otherwise required
to qualify or submit to liability for state or local taxes where it is not
liable for such taxes; and

        (e) at any time when a prospectus covered by such Registration Statement is
required to be delivered under the Securities Act within the appropriate period
mentioned in Section 1.4(b) hereof, notify each Selling Shareholder of the
happening of any event as a result of which the prospectus included in such
Registration, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing and, at the request of such seller, prepare, file and furnish to
such seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
Shareholders of such shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statement therein not misleading in the
light of the circumstances then existing.

        1.5 Expenses. The Company shall pay all Registration Expenses incurred by
the Company in complying with this Section 1; provided, however, that all
underwriting discounts and selling commissions applicable to the Registrable
Securities covered by registrations effected pursuant to Section 1.2 hereof
shall be borne by the seller or sellers thereof, in proportion to the number of
Registrable Securities sold by such seller or sellers.




                                       4



                                                            Execution Copy


        1.6 Information Furnished by Shareholder. It shall be a condition precedent
to the Company's obligations under this Agreement as to any Selling Shareholder
that each Selling Shareholder furnish to the Company in writing such information
regarding such Selling Shareholder and the distribution proposed by such Selling
Shareholder as the Company may reasonably request.

        1.7 Indemnification.

                1.7.1 Company's Indemnification of Shareholders. The Company shall
indemnify each Selling Shareholder, each of its officers, directors and
constituent partners, and each person controlling such Selling Shareholder, and
each underwriter thereof, if any, and each of its officers, directors,
constituent partners, and each person who controls such underwriter, against all
claims, losses, damages or liabilities (or actions in respect thereof) suffered
or incurred by any of them, to the extent such claims, losses, damages or
liabilities arise out of or are based upon any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus or any related
Registration Statement incident to any such Registration, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to actions or inaction required of the
Company in connection with any such Registration; and the Company will reimburse
each such Selling Shareholder, each such underwriter, each of their officers,
directors and constituent partners and each person who controls any such Selling
Shareholder or underwriter, for any legal and any other expenses as reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action; provided, however, that the indemnity contained in
this Section 1.7.1 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if settlement is effected without the
consent of the Company (such consent shall not unreasonably be withheld); and
provided, however, that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based upon any untrue statement or omission based upon written information
furnished to the Company by such Selling Shareholder, underwriter, controlling
person or other indemnified person and stated to be for use in connection with
the offering of securities of the Company.

                1.7.2 Selling Shareholder's Indemnification of Company. Each Selling
Shareholder shall indemnify the Company, each of its directors and officers,
each underwriter, if any, of the Company's Registrable Securities covered by a
Registration Statement each person who controls the Company or such underwriter
within the meaning of the Securities Act and each other Selling Shareholder,
each of its officers, directors and constituent partners and each person
controlling such other Selling Shareholder, against all claims, losses, damages
and liabilities (or actions in respect thereof) suffered or incurred by any of
them and arising out of or based upon any untrue statement (or alleged untrue
statement) of a material fact contained in such Registration Statement or
related prospectus, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by such Selling Shareholder of any rule
or regulation promulgated under the Securities Act applicable to such Selling
Shareholder and relating to actions or inaction required of such Selling
Shareholder in connection with the Registration of the Registrable Securities
pursuant to such Registration Statement; and will reimburse the Company, such
other Selling Shareholders, such directors, officers, partners, persons,
underwriters and controlling persons for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such




                                       5



                                                            Execution Copy


claim, loss, damage, liability or action; such indemnification and reimbursement
shall be to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement or prospectus in reliance upon and in conformity with
written information furnished to the Company by such Selling Shareholder and
stated to be specifically for use in connection with the offering of Registrable
Securities.

                1.7.3 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 1.7 of notice of the commencement of any
action which may give rise to a claim for indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying
party under this Section 1.7, notify the indemnifying party in writing of the
commencement thereof and generally summarize such action. The indemnifying party
shall have the right to participate in and to assume the defense of such claim,
and shall be entitled to select counsel for the defense of such claim with the
approval of any parties entitled to indemnification, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing, the parties entitled to
indemnification shall have the right to employ separate counsel (reasonably
satisfactory to the indemnifying party) to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such
indemnified parties unless the named parties to such action or proceedings
'include both the indemnifying party and the indemnified parties and the
indemnifying party or such indemnified parties shall have been advised by
counsel that there are one or more legal defenses available to the indemnified
parties which are different from or additional to those available to the
indemnifying party (in which case, if the indemnified parties notify the
indemnifying party in writing that they elect to employ separate counsel at the
reasonable expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such action or proceeding on behalf of
the indemnified parties, it being understood, however, that the indemnifying
party shall not, in connection with any such action or proceeding or separate or
substantially similar or related action or proceeding in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate counsel at any time for
all indemnified parties, which counsel shall be designated in writing by the
Shareholders of a majority of the Registrable Securities).

                1.7.4 Contribution. If the indemnification provided for in this
Section 1.7 from an indemnifying party is unavailable to an indemnified party
hereunder in respect to any losses, claims, damages, liabilities or expenses referred
to herein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
party and indemnified party in connection with the statements or omissions which
result in such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or indemnified party and the parties'
relative intent, knowledge, access to information supplied by such indemnifying
party or indemnified party and opportunity to correct or prevent such statement
or omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action, suit, proceeding or
claim.

2. Covenants of the Company.

The Company agrees to:

        (a) Notify the holders of Registrable Securities included in a Registration
Statement of the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceedings for that purpose. The Company will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible time.

        (b) If the Common Stock is then listed on a national securities exchange,
use its best efforts to cause the Registrable Securities to be listed on such
exchange. If the Common Stock is not then listed on a national securities
exchange, use its commercially reasonable efforts to facilitate the reporting of
the Registrable Securities on NASDAQ.

        (c) Take all other reasonable actions necessary to expedite and facilitate
disposition of the Registrable Securities by the holders thereof pursuant to the
Registration Statement.

        (d) With a view to making available to the holders of Registrable
Securities the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit the
Shareholders to sell securities of the Company to the public without
registration, the Company, after it has become obligated to file periodic or
other reports pursuant to Section 13 of the 1934 Act agrees to:

        (i) file with the Commission in a timely manner all reports and other
        documents required of the Company under the Securities Act and the
        Securities and Exchange Act of 1934 (the "1934 Act"); and

        (ii) furnish to each holder of Shares, so long as such holder of
        Shares owns any Shares, forthwith upon written request (a) a written
        statement by the Company that it has complied with the reporting
        requirements of Rule 144 (at any time after 90 days after the effective
        date of the first registration statement filed by the Company), the
        Securities Act and the 1934 Act (at any time after it has become subject to
        such reporting requirements), (b) a copy of the most recent annual or
        quarterly report of the Company and such other reports and documents so
        filed by the Company and (c) such other information as may be reasonably
        requested and as is publicly available in availing the holders of Shares of
        any rule or regulation of the Commission which permits the selling of any
        such securities without registration.

        (e) Prior to the filing of the Registration Statement or any amendment
thereto (whether pre-effective or post-effective), and prior to the filing of
any prospectus or prospectus supplement related thereto, the Company will
provide each Selling Shareholder with copies of all pages thereto, if any, which
reference such Selling Shareholder.

3. Miscellaneous.

        (a) Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered or sent
by registered mail, return receipt requested, addressed (i) if to the Company,
at 12701 Commonwealth Blvd, Suite 9, Ft. Myers, FL 33913 and (ii) if to a
Shareholder, at the address set forth in the Company's records, or at such other
address as each such party furnishes by notice given in accordance with this
Section 3(a);




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                                                            Execution Copy


        (b) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
will not operate as a waiver thereof. No waiver will be effective unless and
until it is in writing and signed by the party giving the waiver;

        (c) Governing Law; Jurisdiction; Jury Trial. The corporate laws of the
State of Nevada shall govern all issues concerning the relative rights of the
Company and its Shareholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of Florida, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Florida or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Florida. Each party hereby irrevocably
submits to the jurisdiction of the Circuit Court for Collier County, Florida and
the United States District Court for the Middle District of Florida for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

        (d) In the event that any provision of this Agreement is invalid or
unenforceable under any applicable or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any provision
hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof,

        (e) This Agreement may be assigned by the Shareholders to any transferee of
the Shareholder's Shares;

        (f) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof; and

        (g) This Agreement may be executed in two or more counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which together shall be deemed to be one and the same Agreement.




                                       8



                                                            Execution Copy


        IN WITNESS WHEREOF, the Company has executed this Agreement for the benefit
of the Shareholders by its duly authorized officer as of the date first above
written.


                  NEOGENOMICS, INC.


                  By:/s/ Robert Gasparini
                  Name: Robert Gasparini
                  Title:    President


                  Aspen  Select  Healthcare,   LP  (formerly  known  as
                      MVP 3, LP), a Delaware limited partnership

                  By:  Medical  Venture   Partners,   LLC,  a  Delaware
                        limited liability company, its General partner


                  By:____________________________
                  Name:
                  Title:


                  /s/ John E. Elliot
                  John E. Elliot



                  /s/ Steven Jones
                  Steven C. Jones


                  /s/ Larry R. Kuhnert
                  Larry R. Kuhnert


                  /s/ Michael T. Dent, M.D.
                  Michael T. Dent, M.D.




                                       9



                                                            Execution Copy



                                   SCHEDULE A
                              AMENDED AND RESTATED
                               OWNERSHIP OF SHARES


Name                                              Number of Shares


Aspen Select Healthcare, LP                        9,903,279

John Elliott                                       1,041,261

Steven Jones                                       1,174,595

Larry Kuhnert                                      1,041,261

Michael Dent                                       2,490,634




                                       10


EX-99.3 4 neo8kguaranty.htm GUARANTY neo8kguaranty




                                                               Execution Copy


                                    GUARANTY


     THIS  GUARANTY  is made and  entered  into at Fort  Myers,  Florida,  to be
effective as of the 23rd day of March,  2005, by the  undersigned,  NEOGENOMICS,
INC., a Nevada  corporation  (hereinafter  referred to as the  "Guarantor"),  in
favor  of  ASPEN  SELECT   HEALTHCARE,   LP,  a  Delaware  limited   partnership
(hereinafter referred to as "ASPEN").

                                R E C I T A L S

        WHEREAS, pursuant to the terms hereof and of that certain Loan and Security
Agreement by and between NeoGenomics, Inc., a Florida corporation (hereinafter
referred to as the "Borrower"), Guarantor, and ASPEN dated of even date herewith
(as the same may be amended, modified, restated, extended and/or replaced from
time to time, the "Loan Agreement"), ASPEN has agreed to lend to Borrower (i) up
to the maximum sum of One Million Five Hundred Thousand Dollars (hereinafter
referred to as the "Loan"), as evidenced by that certain Note of even date
herewith in the amount of One Million Five Hundred Thousand Dollars
($1,500,000.00), as the same may be amended, modified, restated, extended and/or
replaced from time to time (hereinafter referred to as the "Note").

        WHEREAS, Guarantor is the parent of Borrower.

        NOW, THEREFORE, for good and valuable consideration received by the
Guarantor, the receipt and sufficiency of which are hereby acknowledged, and in
order to induce any person or persons who may be and become the holder of the
Notes to accept the same, the Guarantor hereby agrees as follows:

        1. The Guarantor hereby unconditionally, absolutely and irrevocably
guarantees, for the benefit of each and every present and future holder or
holders, from time to time, of the Notes (all herein called the "Obligees"), the
full and prompt payment to the Obligees at maturity (whether at the stated
maturities thereof, or by acceleration or otherwise) of any and all of the
indebtedness of the Borrower evidenced by the Notes, together with all other
obligations and liabilities of the Borrower to ASPEN and/or any affiliate of
ASPEN, whether now existing or hereafter incurred, as the same or any part
thereof may from time to time be amended, extended, restated, replaced, and/or
modified (all of which indebtedness, obligations and liabilities being herein
called the "Indebtedness"), and the full and prompt performance and observance
by the Borrower of all of the warranties, covenants and agreements provided by
the Note and any other instruments made and delivered, now or hereafter, in
connection with the Note or the Indebtedness (all herein called the "Loan
Documents"), to be performed and observed by the Borrower (herein called the
"Obligations"); and to this end the Guarantor covenants and agrees to take all
such actions necessary to enable the Borrower to pay the Indebtedness and to
observe and perform each and every Obligation, and to refrain from taking any
action which would prevent the Borrower from paying the Indebtedness or
observing and performing each and every Obligation.

        The Guarantor acknowledges and confesses that it will be of substantial
economic benefit to the Guarantor for the Borrower to issue the Notes and incur
the Indebtedness. Guarantor represents and warrants to ASPEN that it has
received value which is reasonably equivalent to its Guaranty hereunder, and
that it is not rendered insolvent by delivery of this Guaranty.

        2. This Guaranty shall be a continuing guaranty, shall be binding upon the
Guarantor and upon its respective heirs, administrators, successors, legal
representatives and assigns, and shall remain in full force and effect, and




                                       1


                                                               Execution Copy


shall not be discharged, impaired or affected by (a) the existence or
continuance of any obligation on the part of the Borrower or any other guarantor
on or with respect to the Indebtedness or any Obligation under the Notes, or any
other Loan Document; (b) the power or authority (or any lack thereof) of the
Borrower to issue the Notes or to execute, acknowledge or deliver the Notes or
any other Loan Document; (c) the validity or invalidity of the Notes or any
other Loan Document; (d) any defense whatsoever that the Borrower or any other
guarantor may or might have to the payment of the Indebtedness or to the
performance or observance of any of the Obligations; (e) any limitation or
exculpation of liability on the part of the Borrower; (f) the existence or
continuance of the Borrower as a legal entity; (g) the transfer of all or any
part of Borrower's assets to any other corporation, person or entity; (h) any
sale, pledge, surrender, indulgence, alteration, substitution, exchange, change
in, increase in, extension, modification or other disposition of any of the
Indebtedness, or any of the Obligations, all of which the Obligees are hereby
expressly authorized to make from time to time without notice to the Guarantor
or to anyone; (i) the acceptance by the Obligees, or any of them, of any
security for, or other guarantors upon, all or any part of the Indebtedness or
the Obligations; (j) any failure, neglect or omission on the part of the
Obligees, or any of them, to realize or protect any of the Indebtedness or any
collateral or security therefor, or to exercise any lien upon or right or
appropriation of any moneys, credits or property of the Borrower toward the
liquidation of the Indebtedness or any application of payments or credits
thereon; (k) any right, claim or offset which Guarantor may have against
Borrower, or (l) any defense (other than the payment of the Indebtedness and
performance of the Obligations, in accordance with their terms) that the
Guarantor may or might have to its undertakings, liabilities and obligations
hereunder, each and every such defense being hereby waived by the Guarantor; it
being understood and agreed that this Guaranty, and the undertakings,
liabilities and obligations of the Guarantor hereunder, are absolute and
unconditional and shall not be affected, discharged, impaired or varied by any
act, omission or circumstance whatsoever (whether or not specifically enumerated
above) except the due and punctual payment of the Indebtedness and performance
of the Obligations, and then only to the extent thereof.

        The Obligees shall have the exclusive right to determine how, when and what
application of payments and credits, if any, shall be made on the Indebtedness
or the Obligations, or any part thereof; and in order to hold the Guarantor
liable hereunder, there shall be no obligation on the part of any Obligee, or
anyone, at any time, to proceed against the Borrower, its properties or estates,
or to proceed against any other guarantor, or to resort to any collateral,
security, property, liens or other rights or remedies whatsoever.

        3. The death or dissolution of any guarantor shall not terminate or limit
this Guaranty as to any surviving or existing Guarantor, and shall not terminate
this Guaranty as to the estate of any deceased Guarantor or the property of any
dissolved Guarantor.

        4. The Obligees, or any of them, shall have the right to enforce this
Guaranty against any Guarantor for and to the full amount of the Indebtedness,
with or without enforcing or attempting to enforce this Guaranty against any
other guarantor or any security for the obligation of any of them, and whether
or not proceedings or steps are pending or have been taken or have been
concluded to enforce or otherwise realize upon the obligation or security of the
Borrower or any other guarantor; and the payment of any amount or amounts by
Guarantor, pursuant to its obligation hereunder or under any other guaranty
instrument, shall not in any way entitle Guarantor, either at law, in equity or
otherwise, to any right, title or interest (whether by way of subrogation or
otherwise) in and to any of the Indebtedness, or any principal or interest
payments theretofore, then or thereafter at any time made by the Borrower on the
Indebtedness, or made by anyone on behalf of the Borrower, or in and to any
security therefor, unless and until the full amount of the Indebtedness has been
fully paid.




                                       2



                                                               Execution Copy


        5. No release or discharge of any other guarantor or any other person
liable for payment of the Indebtedness or granting collateral therefor shall
release or discharge Guarantor unless and until all of the Indebtedness shall
have been fully paid and discharged and all Obligations shall have been fully
performed.

        6. No act of commission or omission of any kind, or at any time, on the
part of any Obligee, in respect to any matter whatsoever, shall in any way
affect or impair this Guaranty, and time is of the essence hereof.

        7. All diligence in collection or prosecution, and all presentment, demand,
protest and/or notice, as to the Guarantor, of dishonor and of default and of
non-payment and of the creation and existence of any and all of the Indebtedness
or of performance or non-performance of any Obligation, and of any security and
collateral therefor, and of the acceptance of this Guaranty, and of any and all
extensions of credit and indulgence hereunder, are expressly waived by the
Guarantor.

        8. Notwithstanding any modification, discharge or extension of the
Indebtedness or any amendment, modification, stay or cure of the Obligees'
rights under the Notes or other Loan Documents which may occur in any bankruptcy
or reorganization case or proceeding affecting the Borrower, whether permanent
or temporary, and whether or not assented to by any of the Obligees, the
Guarantor hereby agrees that it shall be obligated hereunder to pay the
Indebtedness and discharge the other Obligations in accordance with the terms of
the Notes and other Loan Documents and the terms of this Guaranty as in effect
on the date hereof. Guarantor understands and acknowledges that by virtue of
this Guaranty it has specifically assumed any and all risks of a bankruptcy or
reorganization case or proceeding affecting the Borrower; and, as an example and
not by way of limitation, a subsequent modification of the Notes or any of the
other Loan Documents in any reorganization case concerning the Borrower or any
other guarantor, shall not affect the obligation of the Guarantor to pay the
Notes and all other Indebtedness and to perform and observe all Obligations in
accordance with the original terms thereof.

        9. Guarantor hereby agrees that if at any time all or any part of any
payment theretofore applied by any of the Obligees to any Indebtedness is
rescinded or returned by any of the Obligees for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy, liquidation or
reorganization of any party), the Indebtedness shall, for the purposes of this
Guaranty, be deemed to have continued in existence to the extent of such
payment, notwithstanding such application by any of the Obligees, and this
Guaranty shall continue to be effective or be reinstated, as the case may be, as
to the Indebtedness, all as though such application by any of the Obligees had
not been made.

        10. In addition to all other amounts payable by Guarantor hereunder, the
Guarantor hereby agrees to pay to Obligees upon demand any and all costs and
expenses, including court costs and reasonable attorneys' fees, to the fullest
extent not prohibited by applicable law, which the Obligees or any of them may
incur (a) in preparing to enforce, or in enforcing the obligations of the
Guarantor hereunder; or (b) in preparing to collect or enforce the Indebtedness
and the Obligations or in collecting or enforcing the same, in each case whether
or not suit or action is filed.

        11. Guarantor hereby acknowledges that the transactions relating to the
Indebtedness, the Obligations, the Loan Documents and this Guaranty were
negotiated in the State of Florida and that this Guaranty shall be interpreted
under and governed by the law of the State of Florida.




                                       3



                                                               Execution Copy


        12. Guarantor hereby unconditionally and irrevocably agrees that Guarantor
will not at any time assert against Borrower or any other guarantor (or
Borrower's or such guarantor's estate if Borrower or such guarantor becomes
bankrupt or becomes the subject of any case or proceeding under the bankruptcy
law of the United States) any right or claim to indemnification, reimbursement,
contribution or payment for or with respect to any and all amounts Guarantor may
pay or be obligated to pay Obligees, including, without limitation, the
Indebtedness, and any and all Obligations which Guarantor may perform, satisfy
or discharge, under or with respect to this Guaranty and waives and releases all
such rights and claims to indemnification, reimbursement, contribution or
payment which Guarantor may have now or at any time against Borrower or any
other guarantor (or Borrower's or such guarantor's estate if Borrower or such
guarantor becomes bankrupt or becomes the subject of any case or proceeding
under the bankruptcy laws of the United States). Guarantor further
unconditionally and irrevocably agrees that it shall have no right of
subrogation, and waives any right to enforce any remedy which Obligees now have
or may hereafter have against Borrower or any other guarantor, and any security
now or hereafter held by Obligees, and waives any defense based upon an election
of remedies by Obligees, which destroys or otherwise impairs any subrogation
rights of Guarantor or the right of Guarantor to proceed against Borrower or any
other guarantor for reimbursement, or both.


        13. In addition to and independent of any other obligation or liability
under this Guaranty, Guarantor hereby covenants, represents, and warrants to the
Obligees as follows:

                (a) Guarantor has an economic interest in the Borrower and an interest
        in the success of the Borrower;

                (b) Any and all balance sheets, net worth statements and other
        financial data with respect to Guarantor which have heretofore been given
        to Obligees by or on behalf of Guarantor fairly and accurately present the
        financial condition of Guarantor as of the respective dates thereof, and,
        since the respective dates thereof, there has been no materially adverse
        change in the financial condition of Guarantor;

                (c) Guarantor has the financial ability to pay, and will fully pay,
        satisfy and discharge its obligations and liabilities under the Loan
        Documents and any documents executed and delivered by Guarantor to Borrower
        to evidence any payment obligations owed by Guarantor to Borrower;

                (d) The execution, delivery and performance by the Guarantor of this
        Guaranty does not and will not contravene or conflict with (i) any law,
        order, rule, regulation, writ, injunction or decree now in effect of any
        government, governmental instrumentality or court having jurisdiction over
        the Guarantor, or (ii) any contractual restriction binding on or affecting
        the Guarantor or the Guarantor's property or assets;

                (e) This Guaranty creates legal, valid and binding obligations of the
        Guarantor enforceable against Guarantor in accordance with its terms;

                (f) Guarantor has disclosed all events, conditions and facts known to
        Guarantor which could have any material adverse effect on the financial
        condition of the Guarantor. No representation or warranty by Guarantor
        contained herein, nor any schedule, certificate or other document now or
        hereafter furnished by Guarantor to ASPEN in connection with this Guaranty,




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                                                               Execution Copy


        the Loan Agreement or any other Loan Document, contains any material
        misstatement of fact or omits to state a material fact or any fact
        necessary to make the statements contained therein not misleading;

Guarantor hereby indemnifies the Obligees and agrees to defend and hold harmless
the Obligees from and against: (y) any loss, cost, damage or expense occurring
by reason of a breach of the foregoing representations and warranties; and (z)
the loss, mitigation, subordination or other consequences adverse to the
Obligees by reason of this Guaranty being challenged as a preference or
suffering any other subjugation under any bankruptcy or other law, whether state
or federal, affecting debtors, creditors and/or the relationship between and
among them. Without limiting the generality of the foregoing, any and all debts
and obligations of the Borrower to Guarantor whether past, present or future,
are hereby waived, satisfied and discharged.

        14. The covenants, representations, and warranties of Guarantor contained
herein are in addition to the covenants, representations, and warranties
contained in the Loan Agreement.

        15. This Guaranty shall continue to be effective, or be reinstated, as the
case may be, if at any time any whole or partial payment of the Indebtedness or
performance of any of the Obligations is or is sought to be rescinded or must
otherwise be restored or returned by ASPEN upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or of or for any substantial part
of any property securing the loan, or otherwise, all as though such payments or
performance had not been made. This Guaranty shall not be affected in any way by
the transfer or other disposition of any property granted as collateral for the
repayment of the Indebtedness, whether by deed, operation of law or otherwise.

        16. No amendment or waiver of any provision of this Guaranty nor consent to
any departure therefrom by the Guarantor shall in any event be effective unless
the same shall be in writing and signed by ASPEN , and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

        17. Waiver of Right to Trial By Jury. Guarantor and ASPEN hereby
unconditionally and irrevocably waive any and all right to trial by jury in any
action, suit, counterclaim or cross-claim arising in connection with, out of or
otherwise relating to the Notes, the Guaranty, and/or the Loan Documents, and
any collateral or any transaction arising therefrom or related hereto.

        18. All notices and other communications provided for hereunder shall be in
writing and mailed or delivered to the addresses indicated below; or as to each
party at such other address as shall be designated by such party in a written
notice to the other parties, and all such notices and other communications
shall, when mailed, be effective when deposited in the mails addressed as
follows:



         (a)      If to Guarantor:  NeoGenomics, Inc.
                                    12701 Commonwealth Drive, Suite 9
                                    Fort Myers, FL 33913
                                    Attention: Robert P. Gasparini




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                                                               Execution Copy


         (b)      If to ASPEN :     Aspen Select Healthcare, LP
                                    1740 Persimmon Drive
                                    Naples, FL  34109
                                    Attention:   Steven Jones


        19. Upon the discovery by the Guarantor of any Event of Default other than
non-payment of the Note, the Gurantor shall have an affirmative duty to provide
written notice to ASPEN of such Event of Default (a "Guarantor Notice of
Default") within forty-eight (48) hours of any such discovery. If at any time an
Event of Default shall have occurred, and after (i) the expiration of a thirty
(30) day cure period following either (i) the dispatch by Guarantor of a
Gurantor Notice of Default, or (ii) the receipt by Guarantor of written notice
by ASPEN to Guarantor of non-payment of any amount required to be paid under the
Note, and after which, in either case, such Event of Default remains uncured,
then, any Obligee may, without any notice whatsoever to anyone, sell, assign or
transfer or grant participations in all or any part of the Indebtedness, and in
any and every such event, each and every immediate and successive assignee,
transferee, holder of or participant in all or any part of the Indebtedness
shall have the right to enforce this Guaranty by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if such
assignee, transferee, holder or participant were herein by name specifically
given such rights, powers and benefits.

        20. This Guaranty, and each and every part hereof, shall be binding upon
the Guarantor and upon the heirs, executors, administrators, legal
representatives, successors and assigns of the Guarantor, and shall inure to the
benefit of each and every future holder of the Notes or any interest in the
Indebtedness.

        21. The delivery of the Notes for value to any person shall, without more,
constitute conclusive evidence of the acceptance hereof, and of the reliance
hereon by each and every from time to time holder of the Notes or any interest
in the Indebtedness.

        22. As used herein, the masculine gender shall include the feminine and
neuter genders, and the singular case shall include the plural and the plural
the singular, wherever the same may be applicable.

        IN WITNESS WHEREOF, the Guarantor has signed this Guaranty as of the date
first above written.



                               NEOGENOMICS, INC., a Nevada corporation
                               Federal Employee Identification No.: 74-2897368


                               By: /s/ Robert Gasparini
                                   Robert P. Gasparini, President




EX-99.4 5 neo8k032905stockpledge.htm STOCK PLEDGE AGREEMENT neo8k032905stockpledge




                                                               Execution Copy


                             STOCK PLEDGE AGREEMENT

        This STOCK PLEDGE AGREEMENT (the "Agreement") is dated effective as of
March 23, 2005, by and between NEOGENOMIC, INC, a Nevada corporation with an
address of 12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913 (the
"Pledgor"), NEOGENOMICS, INC., a Florida corporation with principal place of
business at 12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913 (the
"Company"), and ASPEN SELECT HEALTHCARE, LP, a Delaware limited liability
company with an office located at 1740 Persimmon Drive Naples, FL 34109 (the
"Secured Party").

        WHEREAS, the Secured Party, Pledgor and the Company have entered into a
Loan Agreement of even date herewith (said Loan Agreement, as now existing and
hereafter amended, renewed and/or restated from time to time, is hereinafter
referred to as the "Loan Agreement") pursuant to which the Secured Party has
agreed to provide the Company with Loans (as defined in the Loan Agreement); and

        WHEREAS, Pledgor is the parent of the Company, and has a direct or indirect
economic interest in the Company; and

        WHEREAS, Pledgor has guaranteed the obligations of Company to Secured Party
and has agreed to pledge the Pledge Stock (as defined in Section 1(B) below) to
secure payment of the Loans and the Liabilities (as defined in the Loan
Agreement); and

        WHEREAS, Pledgor, Company and Secured Party wish to set forth their
respective rights and duties with respect to the Pledge Stock;

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:

        1. Definitions. For all purposes of this Agreement, the terms utilized in
this Agreement have the meanings set forth in the Loan Agreement unless
otherwise provided in this Agreement or unless the context otherwise requires.
For the purposes of this Agreement:

        (A) "Event of Default" means: (i) an Event of Default set forth in the
Loan Agreement or any of the Loan Documents; or (ii) any violation by
Pledgor or Company of the obligations in this Agreement subject to notice
and applicable grace periods, or any representation or warranty set forth
in this Agreement shall be or become false or misleading in any respect.

        (B) "Pledge Stock" means:

        (i) One Hundred (100) shares of the common stock of Company,
being One Hundred percent (100%) of the issued and outstanding stock
of the Company (and certificates representing such shares), and all
cash, securities, dividends and other property at any time and from




                                       1




                                                               Execution Copy

time to time received, receivable or otherwise distributed in respect
of or in exchange for any of such shares, except as provided in
Paragraph 3(A)(ii);


        (ii) all additional shares of stock of any class of the Company, at any
time and from time to time acquired by Pledgor in any manner, and the
certificates representing such additional shares, and all cash, securities,
dividends, and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such additional shares, except as provided in Paragraph 3(A)(ii); and

        (iii) all securities hereafter delivered hereunder to the Secured
Party in substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such
securities, and all cash, securities, dividends and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
foregoing, except as provided in Paragraph 3(A)(ii).

        (C) "Secured Obligations" means Pledgor's and the Company's respective
obligations to the Secured Party under the Loan Agreement, Loans, Notes,
Guaranties, any other documents and/or instruments now or hereafter
executed in connection therewith, and any and all modifications,
extensions, renewals, restatements, replacements or amendments thereof or
thereto (collectively, the "Loan Documents").

        2. Pledge & Delivery. To secure the Secured Obligations, Pledgor hereby
pledges and grants a security interest in the Pledge Stock to the Secured Party,
subject to Paragraph 3 hereof, and to deliver as of the date hereof the
certificate(s) representing the Pledge Stock, together with irrevocable stock
powers, to M.M. Membrado & Associates, PLLC ("Escrow Agent"), 115 East 57th
Street, 10th Floor, New York, NY 10022, to be held in escrow in accordance with
the terms hereof.

        3. Voting Rights; Dividends; Distributions. So long as no Event of Default
shall have occurred and be continuing and subject to the provisions of the Loan
Documents:

        (i) The Pledgor shall be entitled to exercise any and all voting,
consensual and/or corporate rights and powers relating or pertaining to the
Pledge Stock or any part thereof, subject to the terms of this Agreement.

        (ii) The Secured Party shall execute and deliver (or cause to be
executed and delivered) to Pledgor all such proxies, powers of attorney,
dividend orders, and other instruments as Pledgor may request for the
purpose of enabling Pledgor to exercise the voting and/or consensual rights
and powers which it is entitled to exercise pursuant to paragraph (i)
above.

        (iii) Upon the occurrence of an Event of Default and after the
expiration of a thirty (30) day cure period following written notice from
the Secured Party to the Pledgor after which an Event of Default remains




                                       2




                                                               Execution Copy

uncured, the Secured Party may at any time and from time to time (but is
not required to) exercise all voting, consensual and corporate rights and
powers related to the Pledge Stock.

        (iv) Pledgor shall be entitled to receive and retain any and all sums
of money or cash payable on, derived from, made on or in respect of the
Pledge Stock, including, without limitation, cash dividends payable on the
Pledge Stock, cash received in redemption of any Pledge Stock and returns
of capital. Any and all other non-monetary dividends, stock or liquidating
dividends, distributions in property, returns of capital or other
distributions made on or in respect of the Pledge Stock, whether resulting
from a subdivision, combination or reclassification of the outstanding
capital stock of the issuing corporations, thereof or received in exchange
for Pledge Stock or any part thereof or as a result of any merger,
consolidation, acquisition or other exchange of assets to which the issuing
corporation may be a party or otherwise, and any and all other non-monetary
property received in exchange for or redemption of any Pledge Stock, shall
be and become part of the Pledge Stock and, if received by Pledgor, shall
be held in trust for the benefit of the Secured Party and shall forthwith
be delivered to the Secured Party (registered in the name of Pledgor and
accompanied by proper instruments of assignment executed by the Pledgor in
accordance with the Secured Party's instructions) to be held subject to the
terms of this Agreement.

        4. Remedies.

        (A) Upon the discovery by the Pledgor of any Event of Default other
than non-payment of the Note, the Pledgor shall have an affirmative duty to
provide written notice to Secured Party of such Event of Default (a
"Pledgor Notice of Default") within forty-eight (48) hours of any such
discovery. If at any time an Event of Default shall have occurred, and
after (i) the expiration of a thirty (30) day cure period following either
(i) the dispatch by Pledgor of a Pledgor Notice of Default, or (ii) the
receipt by Pledgor of written notice by Secured Party to Pledgor of
non-payment of any amount required to be paid under the Note, and after
which, in either case, such Event of Default remains uncured, then, the
Escrow Agent shall be permitted to deliver the Pledge Stock to Secured
Party and in addition to having the right to exercise any right and remedy
of a secured party upon default under the Uniform Commercial Code in effect
in the State of Florida at the time, the Secured Party may, to the extent
permitted by law:

        (i) Apply any cash held by it hereunder to the payment of all
Secured Obligations.

        (ii) If there shall be no such cash or if the cash so applied
shall be insufficient to pay in full all such obligations, sell the
Pledge Stock, or any part thereof, at public or private sale or at any
broker's board or on any securities exchange for cash, upon credit or
for future delivery, and at such price or prices as the Secured Party
may reasonably deem best, and the Secured Party may (except as
otherwise provided by law) be the purchaser of any or all of the




                                       3




                                                               Execution Copy

Pledge Stock so sold and thereafter may hold the same, absolutely,
free from any right or claim of whatsoever kind.

        The Secured Party is authorized, at any such sale, if it deems it advisable
so to do, to restrict such prospective bidders or purchasers to persons who will
represent and agree that they are purchasing for their own account, for
investment, and not with a view to the distribution or resale of the Pledge
Stock and may otherwise require that such sale be conducted subject to
restrictions as to such other matters as the Secured Party may deem necessary in
order that such sale may be effected in such manner as to comply with all
applicable state and federal securities laws; upon any such sale the Secured
Party shall have the right to deliver, assign and transfer to the purchaser
thereof the Pledge Stock so sold.

        Each purchaser at any such sale shall hold the property sold, absolutely,
free from any claim or right of whatsoever kind, subject to applicable law. The
Secured Party shall give Pledgor not less than sixty (60) days' written notice
of its intention to make any such public or private sale. Such notice, in case
of public sale, shall state the time and place fixed for such sale, and, in case
of sale at broker's board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Pledge Stock,
or that portion thereof so being sold, will first be offered for sale at such
board or exchange.

        Any such public sale shall be held at such time or times within the
ordinary business hours and at such place or places as the Secured Party may fix
in the notice of such sale. At any sale the Pledge Stock may be sold in one lot
as an entirety or in parts, as the Secured Party may determine. The Secured
Party shall not be obligated to make any sale pursuant to any such notice. The
Secured Party may, without notice or publication, adjourn any sale, and such
sale may be made at any time or place to which the same may be so adjourned. In
case of any sale of all or any part of the Pledge Stock on credit or for future
delivery, the Pledge Stock so sold may be retained by the Secured Party until
the selling price is paid by the purchaser thereof, but the Secured Party shall
not incur any liability in case of the failure of such purchaser to take up and
pay for the Pledge Stock so sold and, in case of any such failure, such Pledge
Stock may again be sold upon like notice.

        The Secured Party, instead of exercising the power of sale herein conferred
upon it, may proceed by a suit or suits at law or in equity to foreclose this
Agreement and sell the Pledge Stock, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.

        On any sale of the Pledge Stock, the Secured Party is hereby authorized to
comply with any limitation or restriction in connection with such sale that it
may be advised by counsel is reasonably necessary in order to avoid any
violation of applicable law or in order to obtain any required approval of the
purchaser or purchasers by any governmental regulatory authority or officer or
court. Compliance with the foregoing procedures shall result in such sale or




                                       4




                                                               Execution Copy

disposition being considered or deemed to have been made in a commercially
reasonable manner.

        (B) Each of the rights, powers, and remedies provided herein or now or
hereafter existing at law or in equity or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right,
power or remedy provided for in this Agreement or the Loan Agreement, or
now or hereafter existing at law or in equity or by statute or otherwise.
The exercise of any such rights, power or remedy shall not preclude the
simultaneous or later exercise of any or all other such rights, powers or
remedies.

        (C) The proceeds of any sale of all or any part of the Pledge Stock
pursuant to this Section 4, together with all other moneys and property
held as or received by the Secured Party as or in respect of the Pledge
Stock, shall be applied by the Secured Party in the following order of
priority:

        First, to the payment of all reasonable costs and expenses of such sale,
including legal costs and attorneys' fees and expenses and all expenses,
liabilities and advances made or incurred by the Secured Party in connection
therewith;

        Second, to the payment of all Secured Obligations to the Secured Party at
the time due and payable;

        Third, the payment of any surplus then remaining from such proceeds to
Pledgor or otherwise as a court of competent jurisdiction may direct.

        5. Registration Requirements. Pledgor hereby acknowledges that,
notwithstanding that a higher price might be obtained for the Pledge Stock at a
public sale than at a private sale or sales, the making of a public sale of the
Pledge Stock may be subject to registration requirements and other legal
restrictions compliance with which could require such actions on the part of
Pledgor, could entail such expenses and could subject the Secured Party and any
underwriter through whom the Pledge Stock may be sold and any controlling person
of any thereof to such liabilities, as would in the opinion of Secured Party
make the making of a public sale of the Pledge Stock impractical. Accordingly,
Pledgor hereby agrees that private sales made by the Secured Party in accordance
with the provisions of Section 4 hereof may be at prices and on other terms less
favorable to the seller than if the Pledge Stock were sold at public sale, and
that the Secured Party shall not have any obligation to take any steps in order
to permit the Pledge Stock to be sold at a public sale complying with the
requirements of federal and state securities and similar laws, and that sale may
be at a private sale provided that such sale is made at arms length and in a
commercially reasonable manner.

        6. Fees and Expenses. The Pledgor agrees to pay all reasonable fees and
expenses (including, but not by way of limitation, attorneys' fees) incurred by
the Secured Party in acting hereunder or in connection herewith.

        7. Representations and Warranties of Pledgor. Pledgor represents and
warrants that:

        (A) The Pledge Stock being pledged is validly pledged to Secured
Party. The Pledgor is the direct and beneficial owner of the Pledge Stock
being pledged.

        (B) All of the shares of Pledge Stock being pledged by Pledgor have
been duly and validly issued, are fully paid and nonassessable and are
owned of record by Pledgor. Such shares constitute all of the issued and
outstanding shares of the capital stock of the Company owned by Pledgor.
Pledgor covenants and agrees that if any additional shares of capital stock
of the Company of any class are acquired by Pledgor after the date hereof,
the same shall constitute Pledge Stock and shall be pledged and delivered
to the Secured Party simultaneously with such acquisition.

        (C) The Pledge Stock being pledged by Pledgor and the proceeds thereof
are subject to no security interests, liens, charges or encumbrances (other
than those granted to the Secured Party under this Agreement or any other
agreement) and to no agreement purporting to grant to any third party a
security interest in the Pledge Stock. Pledgor will not voluntarily sell,
convey or otherwise dispose of any of the Pledge Stock, except as expressly
permitted by Secured Party in writing in advance of such sale, conveyance
or disposition. Pledgor will not create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance or security interest whatsoever
with respect to any of the Pledge Stock or the proceeds thereof, other than
the security interests of the Secured Party created hereunder, liens,
charges, or encumbrances arising from the Secured Party's own acts, liens
for taxes, assessments and governmental charges and levies upon the Pledge
Stock being contested in good faith by appropriate proceedings diligently
prosecuted and with respect to which adequate reserves have been set aside
on the books of Pledgor, and as otherwise provided herein. Pledgor will not
consent to or approve the issuance of any additional shares of capital
stock of any class of the issuer of the Pledge Stock unless concurrently
therewith certificates for such shares to be owned by Pledgor are pledged,
delivered to and deposited with the Secured Party.

        8. Termination of Agreement and Return of Pledge Stock. When the Secured
Obligations are paid in full to the Secured Party and the Obligations of Pledgor
and the Company to the Secured Party hereunder are satisfied, the Secured Party
shall immediately release its rights and interests in the Pledge Stock and in
this Agreement. At such time this Agreement shall terminate and the Pledge Stock
then remaining, not previously applied against such Secured Obligations as
provided in Paragraph 4 hereof and held by the Escrow Agent or the Secured Party
shall be promptly returned to Pledgor. Any Pledge Stock to be returned to
Pledgor upon termination of this Agreement shall be delivered by mail or
otherwise, net of any transfer taxes or other expenses in connection with such
return or release, by the Secured Party to Pledgor at any office of the Pledgor
(as specified by the Pledgor in writing as the place of delivery for such Pledge
Stock) accompanied by a written instrument of transfer. The Secured Party shall
not be deemed to have made any representation or warranty with respect to any




                                       6




                                                               Execution Copy

Pledge Stock so delivered, except that such Pledge Stock is free and clear, on
the date of delivery, of any and all liens, charges and encumbrances.

        9. Company's Acknowledgment and Agreement. Company, by execution of this
Agreement, hereby acknowledges and agrees to be bound by the terms and
conditions set forth herein. Company represents and warrants that it shall
register on its books and records the restrictions contained herein with respect
to any stock of the Company now or hereafter owned by Pledgor.

        10. Further Assurances. Pledgor and Company agree at Pledgor's expense to
do such acts, and to make, execute, deliver, file and record all notices,
instruments, stock powers, financing or like statements as Secured Party
reasonably deems necessary to vest in and assure to Secured Party its security
interests in any of the Pledge Stock pledged hereunder or to give effect to the
rights, powers and remedies of Secured Party hereunder.

        11. Waiver. No waiver of a breach of, or default under, any provision of
this Agreement, or failure to enforce any right or privilege hereunder, shall be
deemed a waiver of such provision or of any subsequent breach or default of the
same or similar nature or of any other provision or condition of this Agreement,
or as a waiver of any of such provisions, rights, or privileges hereunder.

        12. Benefit and Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned by Pledgor without the
prior written consent of the Secured Party. This Agreement may not be assigned
by Secured Party without the prior written consent of the Pledgor.

        13. Entire Agreement: Amendment. This Agreement, together with the Loan
Agreement and the other Loan Documents, constitute the entire agreement among
the parties hereto with respect to the subject matter hereof, and supersede all
prior oral or written agreements, commitments or understandings with respect to
the matters provided for herein. This Agreement may not be changed orally, but
only by an instrument in writing signed by all the parties hereto.

        14. Headings. The headings of the Sections and subsections contained in
this Agreement are inserted for convenience only and do not form a part or
affect the meaning thereof.

        15. Miscellaneous.

        (A) Each provision of this Agreement shall be interpreted in such
manner as to be valid under applicable law, but if any provision hereof




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                                                               Execution Copy

shall be invalid under applicable law, such provision shall be ineffective
to the extent of such invalidity, without invalidating the remainder of
such provision or the remaining provisions hereof.

        (B) This Agreement has been delivered and accepted at and shall be
deemed to have been made in the State of Florida. This Agreement shall be
interpreted and the rights and liabilities of the parties hereto determined
in accordance with the laws of the State of Florida and all other laws of
mandatory application.

        (C) Any notice required, permitted or contemplated hereunder shall be
in writing and addressed and delivered to the party to be notified as
specified in the notice provisions of the Loan Agreement.





                  [BALANCE OF THIS PAGE INTENTIONALLY BLANK.]




                                       8





                                                               Execution Copy


        IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or has caused this Agreement to be executed by one of its officers thereunto
duly authorized, to be effective as of the date first set forth above.

PLEDGOR:


NEOGENOMICS, INC., a Nevada corporation


By:/s/ Robert P. Gasparini
Robert P Gasparini, President

COMPANY:

NEOGENOMICS, INC., a Florida corporation



By:/s/ Robert P. Gasparini
Robert P. Gasparini, President




SECURED PARTY:

ASPEN SELECT HEALTHCARE, LP, a Delaware limited partnership

By MEDICAL VENTURES PARTNERS
LLC. a Delaware limited liability company,
its general partner,


By:/s/ Steven Jones
Name: Steven Jones, Member




                                       9




                                                               Execution Copy


                            IRREVOCABLE STOCK POWER

        FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
to ASPEN SELECT HEALTHCARE, LP, One Hundred (100) share(s) of the common stock
of NEOGENOMICS, INC., a Florida corporation ("Company") represented by
Certificate No. 002 inclusive, standing in the name of the undersigned on the
books of said Company.

        The undersigned does hereby irrevocably constitute and appoint Steven C.
Jones, an individual residing at 1740 Persimmon Drive, Naples, FL 34109, as
attorney to transfer the said stock on the books of said Company, with full
power of substitution in the premises.

                                              NEOGENOMICS, INC.



DATED: ____________________                By:/s/Robert P. Gasparini
                                              Robert P. Gasparini, President




                                       10




EX-99.5 6 neo8k032905warrantagt.htm WARRANT AGREEMENT neo8k032905warrantagt


                                                             Execution Copy


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ISSUED UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. NO SALE OR DISTRIBUTION
HEREOF OR THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER APPLICABLE SECURITIES LAWS.


                                WARRANT AGREEMENT

WARRANT AGREEMENT (this "Agreement"), dated as of March 23, 2005, by and
between NeoGenomics, Inc., a Nevada corporation (the "Company"), and Aspen
Select Healthcare, LP, a Delaware limited partnership (the "Warrant Holder").

                               W I T N E S S E T H
                               - - - - - - - - - -

        WHEREAS, the parties have entered into that certain Loan and Security
Agreement by and between NeoGenomics, Inc., a Florida company (the "Operating
Subsidiary") and the Warrant Holder dated as of March 23, 2005 (the "Loan
Agreement"), pursuant to which the Warrant Holder agreed to provide loans in an
amount up to $1,500,000 (the "Loan") to the Operating Subsidiary; and

        WHEREAS, The Company is the parent of the Operating Subsidiary, and has a
direct economic interest in the Operating Subsidiary; and

        WHEREAS, the Company is gaining considerable economic value by virtue of
the Warrant Holder extending the Loan to the Operating Subsidiary; and

        WHEREAS, the Company has agreed to issue to the Warrant Holder a warrant
(the "Warrant") to purchase an aggregate of 2,500,000 shares of the Company's
common stock, par value $.001 per share (the "Common Stock") as an inducement to
the Warrant Holder to enter into the Loan Agreement, pursuant to the Vesting
Schedule (as defined in Section 11 below).

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

        1. Warrant. The Company hereby grants to the Warrant Holder, subject to the
terms set forth herein, the right to purchase at any time during the term (the
"Warrant Exercise Term") commencing on the date hereof and ending at 5:30 p.m.,
New York time on the fifth anniversary of the date hereof (the "Expiration
Date") 2,500,000 shares of Common Stock (the "Shares"), at an exercise price of
$0.50 per share (the "Exercise Price").

        2. Exercise of Warrant.

           2.1 Exercise. The Warrant may be exercised by the Warrant Holder, in whole
or in part, by delivering the Notice of Exercise purchase form, attached as
Exhibit A hereto (the "Notice of Exercise"), duly executed by the Warrant Holder




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to the Company at its principal office, or at such other office as the Company
may designate, accompanied by payment, in cash or by wire transfer or check
payable to the order of the Company, of the amount obtained by multiplying the
number of Shares designated in the Notice of Exercise by the Exercise Price (the
"Purchase Price"). The Purchase Price may also be paid, in whole or in part, by
delivery of such purchase form and of shares of Common Stock owned by the
Warrant Holder having a Market Price (as defined in Section 2.3 hereof) on the
last business day ending the day immediately prior to the Exercise Date (as
defined below) equal to the portion of the aggregate Exercise Price being paid
in such shares. In addition, the Warrant may be exercised, pursuant to a
cashless exercise by providing irrevocable instructions to the Company, through
delivery of the Notice of Exercise with an appropriate reference to this Section
2.1 to issue the number of shares of the Common Stock equal to the product of
(a) the number of shares as to which the Warrant is being exercised multiplied
by (b) a fraction, the numerator of which is the Market Price of a share of the
Common Stock on the last business day preceding the Exercise Date less the
Exercise Price therefor and the denominator of which is such Market Price. For
purposes hereof, "Exercise Date" shall mean the date on which all deliveries
required to be made to the Company upon exercise of the Warrant pursuant to this
Section 2.1 shall have been made.

           2.2 Issuance of Certificates. As soon as practicable after the exercise
of the Warrant (in whole or in part) in accordance with Section 2.1 hereof, the
Company, at its expense, shall cause to be issued in the name of and delivered
to the Warrant Holder (i) a certificate or certificates for the number of
fully-paid and non-assessable Shares to which the Warrant Holder shall be
entitled upon such exercise and (if applicable) (ii) a new warrant agreement of
like tenor to purchase all of the Shares that may be purchased pursuant to the
portion, if any, of the Warrant not exercised by the Warrant Holder. The Warrant
Holder shall for all purposes be deemed to have become the holder of record of
such Shares on the date on which the Notice of Exercise and payment of the
Purchase Price in accordance with Section 2.1 hereof were delivered and made,
respectively, irrespective of the date of delivery of such certificate or
certificates, except that if the date of such delivery, notice and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of record of such Shares at the close of
business on the next succeeding date on which the stock transfer books are open.

           2.3 Market Price. The "Market Price" of a share of Common Stock means:
the average of the daily volume weighted average price of shares of Common Stock on
the principal market on which shares of the Common Stock are traded for the five
(5) trading days immediately preceding the date of the determination of the
Market Price. If shares of Common Stock are not traded on any public market
(e.g. NYSE, AMEX, NASDAQ, OTCBB or Pink Sheets), the Market Price of the Common
Stock shall be determined, in good faith, by the Board of Directors of the
Company.

        3. Adjustments.

           3.1 Stock Splits, Stock Dividends and Combinations. If the Company at
any time subdivides the outstanding shares of the Common Stock or issues a stock
dividend (in Common Stock) on the outstanding shares of the Common Stock, the
Exercise Price in effect immediately prior to such subdivision or the issuance
of such stock dividend shall be proportionately decreased, and the number of
Shares subject hereto shall be proportionately increased, and if the Company at
any time combines (by reverse stock split or otherwise) the outstanding shares




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of Common Stock, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased, and the number of Shares subject
hereto shall be proportionately decreased, effective at the close of business on
the date of such subdivision, stock dividend or combination, as the case may be.

           3.2 Merger or Consolidation. In the case of any consolidation of the
Company with, or merger of the Company with or into another entity (other than a
consolidation or merger which does not result in any reclassification or change
of the outstanding capital stock of the Company), the entity formed by such
consolidation or merger shall execute and deliver to the Warrant Holder a
supplemental warrant agreement providing that the Warrant Holder of the Warrant
then outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of capital stock and other securities and property
receivable upon such consolidation or merger by a holder of the number of Shares
for which such Warrant might have been exercised immediately prior to such
consolidation or merger. Such supplemental warrant agreement shall provide for
adjustments which shall be identical to the adjustments provided in Section 3.1
hereof and to the provisions of Section 10 hereof. This Section 3.2 shall
similarly apply to successive consolidations or mergers.

        4. Transfers.

           4.1 Unregistered Securities. Warrant Holder hereby acknowledges and agrees
that the Warrant and the Shares have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and are "restricted securities"
under the Securities Act inasmuch as they are being acquired in a transaction
not involving a public offering, and the Warrant Holder agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrant
or any Shares issued upon exercise of the Warrant in the absence of (a) an
effective registration statement under the Securities Act as to the Warrant or
such Shares and registration and/or qualification of the Warrant or such Shares
under any applicable Federal or state securities law then in effect or (b) an
opinion of counsel, reasonably satisfactory to the Company, that such
registration and qualification are not required.

           4.2 Transferability. Subject to the provisions of Section 4.1 hereof,
the rights under this Agreement are freely transferable, in whole or in part, by
the Warrant Holder, and such transferee shall have the same rights hereunder as the
Warrant Holder.

           4.3 Warrant Register. The Company will maintain a register containing the
names and addresses of the Warrant Holders of the Warrant. Until any transfer of
Warrant in accordance with this Agreement is reflected in the warrant register,
the Company may treat the Warrant Holder as the absolute owner hereof for all
purposes. Any Warrant Holder may change such Warrant Holder's address as shown
on the warrant register by written notice to the Company requesting such change.

        5. No Fractional Shares. Any adjustment in the number of Shares purchasable
hereunder shall be rounded to the nearest whole share.

        6. Investment Representations. The Warrant Holder agrees and acknowledges
that it is acquiring the Warrant and will be acquiring the Shares for its own




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account and not with a view to any resale or distribution other than in
accordance with Federal and state securities laws. The Warrant Holder is an
"accredited investor" within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act.

        7. Covenants as to the Shares. The Company covenants and agrees that the
shares of Common Stock issuable upon exercise of the Warrant, will, upon
issuance in accordance with the terms hereof, be duly and validly issued and
outstanding, fully-paid and non-assessable, with no personal liability attaching
to the ownership thereof, and free from all taxes, liens and charges with
respect to the issuance thereof imposed by or through the Company; provided,
however, that the Company shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
certificates in respect of such shares in a name other than that of the Warrant
Holder and the Company shall not be required to issue or deliver such
certificates unless or until the person(s) requesting the issuance thereof shall
have paid to the Company the amount of such tax or it shall be established to
the satisfaction of the Company that such tax has been paid. The Company further
covenants and agrees that the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented under this Agreement.

        8. Legend. Any certificate evidencing the Shares issuable upon exercise
hereof will bear a legend indicating that such securities have not been
registered under the Securities Act or under any state securities laws and may
not be sold or offered for sale in the absence of an effective registration
statement as to the securities under the Securities Act and any applicable state
securities law or an opinion of counsel reasonably satisfactory to the Company
that such registration is not required.

        9. Rights Applicable to the Warrant Shares. The parties hereby acknowledge
and agree that the Shares, when issued in accordance with the terms hereof,
shall be entitled to all of the same rights and privileges provided to the
Company's Common Stock.

        10. Dividends and Other Distributions. In the event that the Company shall,
at any time prior to the exercise of all Warrants, declare a dividend (other
than a dividend consisting solely of shares of Common Stock) or otherwise
distribute to its stockholders any assets, properties, rights, evidence of
indebtedness, securities (other than shares of Common Stock), whether issued by
the Company or by another, or any other thing of value, the Warrant Holder shall
thereafter be entitled, in addition to the shares of Common Stock or other
securities and property receivable upon the exercise thereof, to receive, upon
the exercise of such Warrant, the same assets, property, rights, evidences of
indebtedness, securities or any other thing of value that the Warrant Holder
would have been entitled to receive at the time of such dividend or distribution
as if the Warrant had been exercised immediately prior to such dividend or
distribution. At the time of any such dividend or distribution, the Company
shall make (and maintain) appropriate reserves to ensure the timely performance
of the provisions of this Section 10.

        11. Vesting. The Warrants subject to this Agreement will vest according to
the following schedule (the "Vesting Schedule"): (1) 1,416,667 Warrants
("Closing Warrants") shall vest upon the closing of the Loan Agreement and (2)
1,083,333 Warrants shall vest upon the Company receiving written notice from the
Warrant Holder that the full amount of the second tranche is available to be
drawn upon under the Company's Working Capital Facilty with the Warrant Holder




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                                                             Execution Copy

(the "Second Tranche") by April 30, 2005. In the event that a portion, but not
all of the Second Tranche is available to the Company, the number of Warrants
that will vest under this Agreement over the Closing Warrants will be prorated
to correspond with the percentage of the amount that is available by April 30,
2005 of the total amount of the Second Tranche. If additional amounts are made
available to the Company after April 30, 2005, additional shares will vest in
the pro rata portion of such remaining Warrants corresponding with the
percentage of the additional amount of the Working Capital Facility that is made
available under the Second Tranche during such time of the total amount of
Second Tranche, less a 10% penalty in the number of Warrants that would vest at
such time for each month or part thereof that such additional availability is
not provided to the Company under the Second Tranche. For purposes of
clarification, there would be a 10% penalty in Warrants subject to this
Agreement for additional amounts made available under the Second Tranche in May
2005, a 20% penalty in June 2005, a 30% penalty in July 2005 and so on. Any
Warrants that do not vest shall be null and void and not exercisable.

        12. Miscellaneous.

           12.1 Waivers and Amendments. This Agreement or any provisions hereof may
be changed, waived, discharged or terminated only by a statement in writing signed
by the Company and by the Warrant Holder.

           12.2 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.

           12.3 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given when delivered by hand or by
facsimile transmission, when telexed, or upon receipt when mailed by registered
or certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):

          (i) If to Company:


                           NeoGenomics, Inc.
                           12701 Commonwealth Drive, Suite 9
                           Fort Myers, FL 33913
                           Attention: Robert P. Gasparini, President
                           Facsimile: (239) 768-0711


                           With a copy (which copy shall not constitute notice) to:

                           Kirkpatrick & Lockhart Nicholson Graham LLP
                           201 South Biscayne Boulevard, Suite 2000
                           Miami, Florida 33131

                           Attention: Harris C. Siskind
                           Facsimile: (305) 358-7095




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                                                             Execution Copy

          (ii) If to Warrant Holder:


                           Aspen Select Healthcare, LP
                           1740 Persimmon Drive
                           Naples, FL 34109
                           Attention: Steven C. Jones
                           Facsimile: (239) 594-5964


                           With a copy (which copy shall not constitute notice) to:

                           M.M. Membrado & Associates, PLLC
                           115 E. 57th Street, Suite 1006
                           New York, NY 10022
                           Attention: Michael Membrado, Esq.
                           Facsimile: (646) 486-9771

           12.4 Headings. The headings in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect the terms hereof.

           12.5 Closing of Books. The Company will at no time close its transfer books
against the transfer of any Shares issued or issuable upon the exercise of the
Warrant in a manner that interferes with the timely exercise of the Warrant.

           12.6 No Rights or Liabilities as a Stockholder. This Agreement shall
not entitle the Warrant Holder hereof to any voting rights or other rights as a
stockholder of the Company with respect to the Shares prior to the exercise of
the Warrant. No provision of this Agreement, in the absence of affirmative
action by the Warrant Holder to purchase the Shares, and no mere enumeration
herein of the rights or privileges of the Warrant Holder, shall give rise to any
liability of such Holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

           12.7 Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns and transferees.

           12.8 Severability. If any provision of this Agreement shall be held to be
invalid and unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement.


                            [SIGNATURE PAGE FOLLOWS]




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                                                             Execution Copy

        IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.


                  NEOGENOMICS, INC.



                  By:/s/ Robert Gasparini
                  Robert P. Gasparini, President



                  ASPEN SELECT HEALTHCARE, L.P., a Delaware limited partnership

                  By:  MEDICAL VENTURES PARTNERS, LLC,
                  a Delaware limited liability company,
                  its general partner,



                  By:/s/ Steven Jones
                     Steven C. Jones, Member




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                                                             Execution Copy

                                    EXHIBIT A

                               NOTICE OF EXERCISE

                                    (To be signed only on exercise of Warrant)


                    Dated:________________________

                    To:    NeoGenomics, Inc.

        The undersigned, pursuant to the provisions set forth in the attached
Warrant Agreement, hereby irrevocably elects to:

        [ ] purchase _____ shares of Common Stock covered by such Warrant Agreement
and herewith makes a cash payment of $_____________, representing the full
purchase price for such shares at the price per share provided for in such
Warrant Agreement.

        [ ] purchase _____ shares of Common Stock covered by such Warrant Agreement
and herewith delivers _____ shares of Common Stock having a Market Price as of
the last trading day preceding the date hereof of $______, representing the full
purchase price for such shares at the price per shares provided for in such
Warrant Agreement.

        [ ] acquire in a cashless exercise _____ shares of Common Stock pursuant to
the terms of Section 2.1 of such Warrant Agreement.

        Please issue a certificate or certificates representing such shares of
Common Stock in the name of the undersigned or in such other name as is
specified below.

Signature:___________________________

Name (print):________________________

Title (if applicable):____________________

Company (if applicable):_________________



EX-99.6 7 neo8ksecurityagt.htm SECURITY AGREEMENT neo8ksecurityagt




                                                               Execution Copy


                               SECURITY AGREEMENT

        THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made
effective as of March 23, 2005, by and between NEOGENOMICS, INC., a Florida
Corporation (the "Company"), and ASPEN SELECT HEALTHCARE, LP, Delaware Limited
Partnership (the "Secured Party").

        WHEREAS, the Company and Secured Party have entered into a certain loan
agreement as of the date hereof pursuant to which Secured Party has agreed to
make available to the Company a certain credit facility secured by a first
priority senior security interest in and to all of the assets of the Company
(the "Loan Agreement"); and

        WHEREAS, the Loan Agreement contemplates the inclusion of a separate
promissory note (the "Note") and security agreement between the Company and
Secured Party, in each case dated the date hereof.

        NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, and for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:


ARTICLE 1.

DEFINITIONS AND INTERPRETATIONS

        Section 1.1. Recitals.

The above recitals are true and correct and are incorporated herein, in their
entirety, by this reference.

        Section 1.2. Interpretations.

Nothing herein expressed or implied is intended or shall be construed to confer
upon any person other than the Secured Party any right, remedy or claim under or
by reason hereof.

        Section 1.3. Obligations Secured.

The obligations secured hereby are any and all obligations of the Company now
existing or hereinafter incurred to the Secured Party, whether oral or written
and whether arising before, on or after the date hereof including, without
limitation, those obligations of the Company to the Secured Party under each of
the Note and the Stock Pledge Agreement dated the date hereof (the "Pledge
Agreement") and any other amounts now or hereafter owed to the Secured Party by
the Company thereunder or hereunder (collectively, the "Obligations"). This
Agreement, the Note, and the Pledge Agreement are collectively referred to
herein as the "Transaction Documents".




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ARTICLE 2.

                 PLEDGED PROPERTY, ADMINISTRATION OF COLLATERAL
                      AND TERMINATION OF SECURITY INTEREST

        Section 2.1. Pledged Property.

        (a) Company hereby pledges to the Secured Party, and creates in the Secured
Party for its benefit, a security interest in and to all of the property of the
Company as set forth in Exhibit A attached hereto and the products thereof and
the proceeds of all such items (collectively, the "Pledged Property") for such
time until the Obligations are paid in full.

        (b) Simultaneously with the execution and delivery of this Agreement, the
Company shall make, execute, acknowledge, file, record and deliver to the
Secured Party any documents reasonably requested by the Secured Party to perfect
its security interest in the Pledged Property. Simultaneously with the execution
and delivery of this Agreement, the Company shall make, execute, acknowledge and
deliver to the Secured Party such documents and instruments, including, without
limitation, financing statements, certificates, affidavits and forms as may, in
the Secured Party's reasonable judgment, be necessary to effectuate, complete or
perfect, or to continue and preserve, the security interest of the Secured Party
in the Pledged Property, and the Secured Party shall hold such documents and
instruments as secured party, subject to the terms and conditions contained
herein.

        Section 2.2. Rights; Interests; Etc.

        (a) So long as no Event of Default (as hereinafter defined) shall have
occurred and be continuing:

                (i) the Company shall be entitled to exercise any and all rights
pertaining to the Pledged Property or any part thereof for any purpose not
inconsistent with the terms hereof; and

                (ii) the Company shall be entitled to receive and retain any and all
payments paid or made in respect of the Pledged Property.

        (b) Upon the discovery by the Company of any Event of Default other than
non-payment of the Note, the Company shall have an affirmative duty to provide
written notice to Secured Party of such Event of Default (a "Company Notice of
Default") within forty-eight (48) hours of any such discovery. If at any time an
Event of Default shall have occurred, and after (i) the expiration of a thirty
(30) day cure period following either (i) the dispatch by the Company of a
Company Notice of Default, or (ii) the receipt by the Company of written notice
by Secured Party to Company of non-payment of any amount required to be paid
under the Note, and after which, in either case, such Event of Default remains
uncured, then:

                (i) All rights of the Company to exercise the rights which it would
otherwise be entitled to exercise pursuant to Section 2.2(a)(i) hereof and
to receive payments which it would otherwise be authorized to receive and
retain pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all




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such rights shall thereupon become vested in the Secured Party who shall
thereupon have the sole right to exercise such rights and to receive and
hold as Pledged Property such payments; provided, however, that if the
Secured Party shall become entitled and shall elect to exercise its right
to realize on the Pledged Property pursuant to Article 5 hereof, then all
cash sums received by the Secured Party, or held by Company for the benefit
of the Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof,
shall be applied against any outstanding Obligations; and

                (ii) All interest, dividends, income and other payments and
distributions which are received by the Company contrary to the provisions
of Section 2.2(b)(i) hereof shall be received in trust for the benefit of
the Secured Party, shall be segregated from other property of the Company
and shall be forthwith paid over to the Secured Party; or

                (iii) The Secured Party in its sole reasonable discretion shall be
authorized to sell any or all of the Pledged Property at public or private
sale in order to recoup all of the outstanding principal plus accrued
interest owed pursuant to the Note as described herein

        (c) Each of the following events shall constitute a default under this
Agreement (each an "Event of Default"):

                (i) any default, whether in whole or in part, shall occur in the
payment to the Secured Party of principal, interest or other item
comprising the Obligations as and when due, subject to applicable cure
periods in the Transaction Documents, or with respect to any other debt or
obligation of the Company to a party other than the Secured Party and such
party is pursuing remedies against the Company;

                (ii) any default, whether in whole or in part, shall occur in the due
observance or performance of any obligations or other covenants, terms or
provisions to be performed by the Company under this Agreement or the
Transaction Documents, subject to applicable cure periods in the
Transaction Documents;

                (iii) the Company shall: (1) make a general assignment for the benefit
of its creditors; (2) apply for or consent to the appointment of a
receiver, trustee, assignee, custodian, sequestrator, liquidator or similar
official for itself or any of its assets and properties; (3) commence a
voluntary case for relief as a debtor under the United States Bankruptcy
Code; (4) file with or otherwise submit to any governmental authority any
petition, answer or other document seeking: (A) reorganization, (B) an
arrangement with creditors or (C) to take advantage of any other present or
future applicable law respecting bankruptcy, reorganization, insolvency,
readjustment of debts, relief of debtors, dissolution or liquidation; (5)
file or otherwise submit any answer or other document admitting or failing
to contest the material allegations of a petition or other document filed
or otherwise submitted against it in any bankruptcy or insolvency
proceeding under any such applicable law, or (6) be adjudicated a bankrupt
or insolvent by a court of competent jurisdiction; or

                (iv) any case, proceeding or other action shall be commenced against
the Company for the purpose of effecting, or an order, judgment or decree
shall be entered by any court of competent jurisdiction approving (in whole




                                       3




                                                               Execution Copy

or in part) anything specified in Section 2.2(c)(iii) hereof, or any
receiver, trustee, assignee, custodian, sequestrator, liquidator or other
official shall be appointed with respect to the Company, or shall be
appointed to take or shall otherwise acquire possession or control of all
or a substantial part of the assets and properties of the Company, and any
of the foregoing shall continue unstayed and in effect for any period of
thirty (30) days.


ARTICLE 3.

                           SECURED PARTY; PERFORMANCE

        Section 3.1. Secured Party Performance.

        Upon the discovery by the Company of any Event of Default other than
non-payment of the Note, the Company shall have an affirmative duty to provide
written notice to Secured Party of such Event of Default (a "Company Notice of
Default") within forty-eight (48) hours of any such discovery. If at any time an
Event of Default shall have occurred, and after (i) the expiration of a thirty
(30) day cure period following either (i) the dispatch by the Company of a
Company Notice of Default, or (ii) the receipt by the Company of written notice
by Secured Party to Company of non-payment of any amount required to be paid
under the Note, and after which, in either case, such Event of Default remains
uncured, then, the Secured Party may demand, collect, receipt for, settle,
compromise, adjust, sue for, foreclose, or realize on the Pledged Property as
and when the Secured Party may determine and may notify account debtors and
obligors on any Pledged Property to make payments directly to Secured Party.

        Section 3.2. Secured Party May Perform.

        Upon the discovery by the Company of any Event of Default other than
non-payment of the Note, the Company shall have an affirmative duty to provide
written notice to Secured Party of such Event of Default (a "Company Notice of
Default") within forty-eight (48) hours of any such discovery. If at any time an
Event of Default shall have occurred, and after (i) the expiration of a thirty
(30) day cure period following either (i) the dispatch by the Company of a
Company Notice of Default, or (ii) the receipt by the Company of written notice
by Secured Party to Company of non-payment of any amount required to be paid
under the Note, and after which, in either case, such Event of Default remains
uncured, then, if the Company fails to perform any agreement contained herein,
the Secured Party, at its option, may itself perform, or cause performance of,
such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 10.3.


ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES

        The Company represents and warrants to the Secured Party that, except as
set forth in the SEC Documents (as defined herein), the following
representations and warranties are true and correct as of the date hereof.




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        Section 4.1. Ownership of Pledged Property.

        The Company warrants and represents that it is the legal and beneficial
owner of the Pledged Property free and clear of any lien, security interest,
option or other charge or encumbrance except for (i) the security interest
created by this Agreement and (ii) the rights and liens of lenders set forth on
Schedule 4.1.


ARTICLE 5.

                               DEFAULT; REMEDIES

        Section 5.1. Default and Remedies.

        (a) If an Event of Default described in Section 2.2(c)(i) and (ii) occurs,
then in each such case after the expiration of all applicable cure periods, the
Secured Party may declare the Obligations to be due and payable immediately, by
a notice in writing to the Company, and upon any such declaration, the
Obligations shall become immediately due and payable and the Secured Party can
immediately exercise any of its rights and remedies pursuant to the Transaction
Documents or under any applicable law. If an Event of Default described in
Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period set forth
therein, then the Obligations shall automatically become immediately due and
payable without declaration or other act on the part of the Secured Party and
the Secured Party can immediately exercise any of its rights and remedies
pursuant to the Transaction Documents and under any applicable law.

        (b) Upon the occurrence of an Event of Default, after the expiration of all
applicable cure periods, the Secured Party shall: (i) be entitled to receive all
distributions with respect to the Pledged Property, (ii) to cause the Pledged
Property to be transferred into the name of the Secured Party or its nominee,
(iii) to dispose of the Pledged Property, (iv) to realize upon any and all
rights in the Pledged Property then held by the Secured Party, and (v) exercise
any of its rights and remedies pursuant to the Transaction Documents and any
applicable law.

        Section 5.2. Method of Realizing Upon the Pledged Property: Other Remedies.

        Upon the discovery by the Company of any Event of Default other than
non-payment of the Note, the Company shall have an affirmative duty to provide
written notice to Secured Party of such Event of Default (a "Company Notice of
Default") within forty-eight (48) hours of any such discovery. If at any time an
Event of Default shall have occurred, and after (i) the expiration of a thirty
(30) day cure period following either (i) the dispatch by the Company of a
Company Notice of Default, or (ii) the receipt by the Company of written notice
by Secured Party to Company of non-payment of any amount required to be paid
under the Note, and after which, in either case, such Event of Default remains
uncured, then, in addition to any rights and remedies available at law or in
equity, the following provisions shall govern the Secured Party's right to
realize upon the Pledged Property:

        (a) Any item of the Pledged Property may be sold for cash or other value in
any number of lots at brokers board, public auction or private sale and may be
sold without demand, advertisement or notice (except that the Secured Party
shall give the Company an additional ten (10) days' prior written notice of the




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time and place or of the time after which a private sale may be made (the "Sale
Notice")), which notice period is hereby agreed to be commercially reasonable.
At any sale or sales of the Pledged Property, the Company may bid for and
purchase the whole or any part of the Pledged Property and, upon compliance with
the terms of such sale, may hold, exploit and dispose of the same without
further accountability to the Secured Party. The Company will execute and
deliver, or cause to be executed and delivered, such instruments, documents,
assignments, waivers, certificates, and affidavits and supply or cause to be
supplied such further information and take such further action as the Secured
Party reasonably shall require in connection with any such sale.

        (b) Any cash being held by the Secured Party as Pledged Property and all
cash proceeds received by the Secured Party in respect of, sale of, collection
from, or other realization upon all or any part of the Pledged Property shall be
applied as follows:

                (i) to the payment of all amounts due the Secured Party for the
expenses reimbursable to it hereunder or owed to it pursuant to Section
10.3 hereof;

                (ii) to the payment of the Obligations then due and unpaid.

                (iii) the balance, if any, the Company.

        (c) In addition to all of the rights and remedies which the Secured Party
may have pursuant to this Agreement, the Secured Party shall have all of the
rights and remedies provided by law, including, without limitation, those under
the Uniform Commercial Code.

                (i) If the Company fails to pay such amounts due upon the occurrence
of an Event of Default which is continuing after any applicable cure
periods, then the Secured Party may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company and
collect the monies adjudged or decreed to be payable in the manner provided
by law out of the property of Company, wherever situated.

                (ii) The Company agrees that it shall be liable for any reasonable
fees, expenses and costs incurred by the Secured Party in connection with
enforcement, collection and preservation of the Transaction Documents,
including, without limitation, reasonable legal fees and expenses, and such
amounts shall be deemed included as Obligations secured hereby and payable
as set forth in Section 10.3 hereof.

        Section 5.3. Proofs of Claim.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relating to the Company or the property of the Company or of
such other obligor or its creditors, the Secured Party (irrespective of whether
the Obligations shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), shall
be entitled and empowered, by intervention in such proceeding or otherwise:




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                                                               Execution Copy


                (i) to file and prove a claim for the whole amount of the Obligations
and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Secured Party (including any claim for
the reasonable legal fees and expenses and other expenses paid or incurred
by the Secured Party permitted hereunder and of the Secured Party allowed
in such judicial proceeding), and

                (ii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by
the Secured Party to make such payments to the Secured Party and, in the
event that the Secured Party shall consent to the making of such payments
directed to the Secured Party, to pay to the Secured Party any amounts for
expenses due it hereunder.

        Section 5.4. Duties Regarding Pledged Property.

        The Secured Party shall have no duty as to the collection or protection of
the Pledged Property or any income thereon or as to the preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.


ARTICLE 6.

                             AFFIRMATIVE COVENANTS

        The Company covenants and agrees that, from the date hereof and until the
Obligations have been fully paid and satisfied, unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):

        Section 6.1. Existence, Properties, Etc.

        (a) The Company shall do, or cause to be done, all things, or proceed with
due diligence with any actions or courses of action, that may be reasonably
necessary (i) to maintain Company's due organization, valid existence and good
standing under the laws of its state of incorporation, and (ii) to preserve and
keep in full force and effect all qualifications, licenses and registrations in
those jurisdictions in which the failure to do so could have a Material Adverse
Effect (as defined below); and (b) the Company shall not do, or cause to be
done, any act impairing the Company's corporate power or authority (i) to carry
on the Company's business as now conducted, and (ii) to execute or deliver this
Agreement or any other document delivered in connection herewith, including,
without limitation, any UCC-1 Financing Statements required by the Secured Party
to which it is or will be a party, or perform any of its obligations hereunder
or thereunder. For purpose of this Agreement, the term "Material Adverse Effect"
shall mean any material and adverse affect as determined by Secured Party in its
reasonable discretion, whether individually or in the aggregate, upon (a) the
Company's assets, business, operations, properties or condition, financial or
otherwise; (b) the Company's ability to make payment as and when due of all or
any part of the Obligations; or (c) the Pledged Property.




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                                                               Execution Copy


        Section 6.2. Contracts and Other Collateral.

        The Company shall perform all of its obligations under or with respect to
each instrument, receivable, contract and other intangible included in the
Pledged Property to which the Company is now or hereafter will be party and in
the manner therein required, including, without limitation, this Agreement.

        Section 6.3. Defense of Collateral, Etc.

        The Company shall defend and enforce its right, title and interest in and
to any part of: (a) the Pledged Property; and (b) if not included within the
Pledged Property, those assets and properties whose loss could have a Material
Adverse Effect, the Company shall defend the Secured Party's right, title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely basis to the full extent permitted by
applicable law.

        Section 6.4. Payment of Debts, Taxes, Etc.

        The Company shall pay, or cause to be paid, all of its indebtedness and
other liabilities and perform, or cause to be performed, all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged, all taxes, assessments and other governmental charges
and levies imposed upon it, upon any of its assets and properties on or before
the last day on which the same may be paid without penalty, as well as pay all
other lawful claims (whether for services, labor, materials, supplies or
otherwise) as and when due

        Section 6.5. Taxes and Assessments; Tax Indemnity.

        The Company shall (a) file all tax returns and appropriate schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency, (b) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon the Company, upon its income and profits or upon
any properties belonging to it, prior to the date on which penalties attach
thereto, and (c) pay all taxes, assessments and governmental charges or levies
that, if unpaid, might become a lien or charge upon any of its properties;
provided, however, that the Company in good faith may contest any such tax,
assessment, governmental charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

        Section 6.6. Compliance with Law and Other Agreements.

        The Company shall maintain its business operations and property owned or
used in connection therewith in compliance with (a) all applicable federal,
state and local laws, regulations and ordinances governing such business
operations and the use and ownership of such property, and (b) all agreements,
licenses, franchises, indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound. Without limiting the
foregoing, the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.




                                       8



                                                               Execution Copy


        Section 6.7. Notice of Default.

        Upon knowledge thereof, the Company or the Secured Party shall give written
notice to the other party of the occurrence of any default or Event of Default
under this Agreement, the Transaction Documents or any other agreement of
Company for the payment of money, promptly upon the occurrence thereof.

        Section 6.8. Notice of Litigation.

        The Company shall give notice, in writing, to the Secured Party of (a) any
actions, suits or proceedings wherein the amount at issue is in excess of
$50,000, instituted by any persons against the Company, or affecting any of the
assets of the Company, and (b) any dispute, not resolved within fifteen (15)
days of the commencement thereof, between the Company on the one hand and any
governmental or regulatory body on the other hand, which might reasonably be
expected to have a Material Adverse Effect on the business operations or
financial condition of the Company.

        Section 6.9. Costs and Expenses.

        As set forth in the Transaction Documents, the costs and expenses of the
Secured Party in connection with the origination and execution of the
Transaction Documents, up to a maximum of $17,500 shall be paid by the Company
from the proceeds of the Note in accordance with Paragraphs 6 and 20 of the Loan
Agreement.

        Section 6.10. Use of Proceeds.

        The Company shall use the proceeds from the Note for general corporate and
working capital purposes and for the repayment of existing debt.

        Section 6.11. Best Efforts.

Each party shall use its best efforts timely to satisfy each of the conditions
to be satisfied by it as provided in Sections 8 and 9 of this Agreement


ARTICLE 7.

                               NEGATIVE COVENANTS

        The Company covenants and agrees that, from the date hereof until the
Obligations have been fully paid and satisfied, the Company shall not, unless
the Secured Party shall consent otherwise in writing:

        Section 7.1. Indebtedness.

        So long as the Secured Party is not in default of its obligations under the
Transaction Documents, except as set forth in Schedule 7.1, the Company shall
not directly or indirectly permit, create, incur, assume, permit to exist,
increase, renew or extend on or after the date hereof any indebtedness on its
part, including commitments, contingencies and credit availabilities, or apply
for or offer or agree to do any of the foregoing.




                                       9



                                                               Execution Copy


        Section 7.2. Liens and Encumbrances.

        Except as set forth on Schedule 7.2, the Company shall not directly or
indirectly make, create, incur, assume or permit to exist any assignment,
transfer, pledge, mortgage, security interest or other lien or encumbrance of
any nature in, to or against any part of the Pledged Property or of the
Company's capital stock, or offer or agree to do so, or own or acquire or agree
to acquire any asset or property of any character subject to any of the
foregoing encumbrances (including any conditional sale contract or other title
retention agreement), or assign, pledge or in any way transfer or encumber its
right to receive any income or other distribution or proceeds from any part of
the Pledged Property or the Company's capital stock; or enter into any
sale-leaseback financing respecting any part of the Pledged Property as lessee,
or cause or assist the inception or continuation of any of the foregoing,
provided, however, the Company shall be permitted to incur purchase money
indebtedness which creates liens on the specific purchased assets for up to
$50,000 in accordance with Paragraph 13 of the Loan Agreement.

        Section 7.3. Articles of Incorporation, By-Laws, and Asset Sales.

        Without the prior express written consent of the Secured Party, the Company
shall not: (a) Amend its Articles of Incorporation or By-Laws; (b) sell,
transfer, convey, grant a security interest in or lease all or any substantial
part of its assets except for the transaction contemplated with Cornell Capital
Partners, L.P. or purchase money security indebtedness up to $50,000, nor (c)
create any subsidiaries nor convey any of its assets to any subsidiary.

        Section 7.4. Dividends, Etc.

        The Company shall not declare or pay any dividend of any kind, in cash or
in property, on any class of its capital stock, nor purchase, redeem, retire or
otherwise acquire for value any shares of such stock, nor make any distribution
of any kind in respect thereof, nor make any return of capital to shareholders,
nor make any payments in respect of any pension, profit sharing, retirement,
stock option, stock bonus, incentive compensation or similar plan (except as
required or permitted hereunder), without the prior written consent of the
Secured Party.

        Section 7.5. Guaranties; Loans.

        The Company shall not guarantee nor be liable in any manner, whether
directly or indirectly, or become contingently liable after the date of this
Agreement in connection with the obligations or indebtedness of any person or
persons, except for (i) the indebtedness currently secured by the liens
identified on the Pledged Property identified on Exhibit A hereto and (ii) the
endorsement of negotiable instruments payable to the Company for deposit or
collection in the ordinary course of business. The Company shall not make any
loan, advance or extension of credit to any person other than in the normal
course of its business, except for dividends of shares of Common Stock of the
Company.

        Section 7.6. Debt.

        So long as the Secured Party is not in default of its obligations under the
Transaction Documents, except as set forth on Schedule 7.6, the Company shall
not create, incur, assume or suffer to exist any additional indebtedness of any
description whatsoever in an aggregate amount in excess of $50,000 (excluding




                                       10



                                                               Execution Copy


any indebtedness of the Company to the Secured Party, trade accounts payable and
accrued expenses incurred in the ordinary course of business and the endorsement
of negotiable instruments payable to the Company, respectively for deposit or
collection in the ordinary course of business).

        Section 7.7. Conduct of Business.

        The Company will continue to engage in a business of the same general type
as conducted by it on the date of this Agreement, unless written consent is
obtained from the Secured Party, which shall not be unreasonably withheld.

        Section 7.8. Places of Business.

        The location of the Company's chief place of business is 12701 Commonwealth
Drive, Suite 9, Ft. Myers, FL 33913. The Company shall not change the location
of its chief place of business, chief executive office or any place of business
disclosed to the Secured Party or move any of the Pledged Property from its
current location without thirty (30) days' prior written notice to the Secured
Party in each instance.


ARTICLE 8.

                    CONDITIONS TO THE COMPANIES OBLIGATIONS

        The obligation of the Company hereunder to issue the Note to the Secured
Party on the date of this Agreement (the "First Closing") is subject to the
satisfaction, at or before the First Closing, of the following conditions,
provided that these conditions are for the Company's sole benefit and may be
waived by the Company at any time in its sole discretion:

        Section 8.1. The Secured Party shall have executed the Transaction
Documents and delivered them to the Company.


ARTICLE 9.

                 CONDITIONS TO THE SECURED PARTY'S OBLIGATIONS

        Section 9.1. The obligation of the Secured Party hereunder to fund the Note
at the First Closing or at any subsequent date on which advances are made under
the Note (each a "Closing" and collectively the "Closings") is subject to the
satisfaction of the following conditions:

        (a) With respect to the First Closing, the Company shall have executed
the Transaction Documents and delivered the same to the Secured Party on or
before the date of the First Closing; and

        (b) Within 20 days of the First Closing, the Company shall have:

                (i) Provided to the Secured Party a certificate of good standing from
        the secretary of state from the state in which the Company is incorporated;
        and

                (ii) Filed a form UCC-1 or such other forms as may be required to
        perfect the Secured Party's interest in the Pledged Property as detailed in
        the Security Agreement dated the date hereof and provided proof of such




                                       11



                                                               Execution Copy


        filing to the Secured Party or given written authorization to the Secured
        Party to file such form UCC-1 on the Company's behalf.

        (c) With respect to any subsequent Closings, the representations and
warranties of the Company shall be true and correct in all material respects
(except to the extent that any of such representations and warranties is already
qualified as to materiality, in which case, such representations and warranties
shall be true and correct without further qualification) as of the date when
made and as of any such Closing as though made at that time (except for
representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement and the
Transaction Documents to be performed, satisfied or complied with by the Company
at or prior to a Closing. If requested by the Secured Party, the Secured Party
shall have received a certificate, executed by the President or Chief Financial
Officer of the Company, dated as of any such Closing, to the foregoing effect
and as to such other matters as may be reasonably requested by the Secured
Party.


ARTICLE 10.

                                  MISCELLANEOUS

        Section 10.1. Notices.

        All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as duly
given on: (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or (b) five (5) days after mailing if
mailed from within the continental United States by certified mail, return
receipt requested to the party entitled to receive the same:

       If to the Secured Party:     Aspen Select Healthcare, LP
                                    174 Persimmon Drive
                                    Naples, FL 34109
                                    Attention:        Steven Jones

                                    Telephone:        (239) 598-0964
                                    Facsimile:        (239) 594-5964

       With a copy to:              M.M. Membrado, PLLC
                                    115 East 57th Street, Suite 1006
                                    New York, New York 10022
                                    Telephone:        (646) 486-9770
                                    Facsimile:        (646) 486-9771




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                                                               Execution Copy


       And if to the Company:       NeoGenomics, Inc.
                                    12701 Commonwealth Drive, Suite 9
                                    Fort Myers, Florida 33913
                                    Attention:   Robert P. Gasparini, President
                                    Telephone:        (239) 768-0600
                                    Facsimile:        (239) 768-0711

       With a copy to:              Kirkpatrick & Lockhart Nicholson Graham LLP
                                    201 South Biscayne Boulevard - Suite 2000
                                    Miami, Florida 33131-2399
                                    Attention:        Clayton E. Parker, Esq.
                                    Telephone:        (305) 539-3300


Any party may change its address by giving notice to the other party stating its
new address. Commencing on the tenth (10th) day after the giving of such notice,
such newly designated address shall be such party's address for the purpose of
all notices or other communications required or permitted to be given pursuant
to this Agreement.

        Section 10.2. Severability.

        If any provision of this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall attach only to such provision and
shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained herein.

        Section 10.3. Expenses.

        In the event of an Event of Default, the Company will pay to the Secured
Party the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel, which the Secured Party may incur in
connection with: (i) the custody or preservation of, or the sale, collection
from, or other realization upon, any of the Pledged Property; (ii) the exercise
or enforcement of any of the rights of the Secured Party hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

        Section 10.4. Waivers, Amendments, Etc.

        The Secured Party's delay or failure at any time or times hereafter to
require strict performance by Company of any undertakings, agreements or
covenants shall not waiver, affect, or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance herewith. Any
waiver by the Secured Party of any Event of Default shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type. None of the undertakings,
agreements and covenants of the Company contained in this Agreement, and no
Event of Default, shall be deemed to have been waived by the Secured Party, nor
may this Agreement be amended, changed or modified, unless such waiver,
amendment, change or modification is evidenced by an instrument in writing
specifying such waiver, amendment, change or modification and signed by the
Secured Party.




                                       13



                                                               Execution Copy


        Section 10.5. Continuing Security Interest.

This Agreement shall create a continuing security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the Obligations; and (ii) be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns. Upon the payment or satisfaction in full of the Obligations, the
Company shall be entitled to the return, at its expense, of such of the Pledged
Property as shall not have been sold in accordance with Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

        Section 10.6. Independent Representation.

Each party hereto acknowledges and agrees that it has received or has had
the opportunity to receive independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to the substance of this Agreement.

        Section 10.7. Applicable Law: Jurisdiction.

This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Florida without regard to the principles of conflict of
laws. The parties further agree that any action between them shall be heard in
Collier County, Florida, and expressly consent to the jurisdiction and venue of
the Circuit Court of Florida, sitting in Collier County and the United States
District Court for the Middle District of Florida sitting in Fort Myers, Florida
for the adjudication of any civil action asserted pursuant to this Paragraph.

        Section 10.8. Waiver of Jury Trial.

AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY AND ASPEN
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY
WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS
TRANSACTION.

        Section 10.9. Entire Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes
any prior agreement or understanding among them with respect to the subject
matter hereof.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       14




                                                               Execution Copy


        IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the date first above written.



                                       NEOGENOMICS, INC.

                                       By:/s/ Robert Gasparini
                                       Name:    Robert P. Gasparini
                                       Title:   President


                                       SECURED PARTY:
                                       ASPEN SELECT HEALTHCARE, LP

                                       By:      Aspen Capital Advsors, LLC
                                       Its:     General Partner


                                        By:/s/ Steven Jones
                                        Name:    Steven C. Jones
                                        Title:   Manager




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                                   EXHIBIT A


                         DEFINITION OF PLEDGED PROPERTY


For the purpose of securing prompt and complete payment and performance by the
Company of all of the Obligations, the Company unconditionally and irrevocably
hereby grants to the Secured Party a continuing security interest in and to, and
lien upon, the following Pledged Property of the Company:


        (a) all goods of the Company, including, without limitation, machinery,
equipment, furniture, furnishings, fixtures, signs, lights, tools, parts,
supplies and motor vehicles of every kind and description, now or hereafter
owned by the Company or in which the Company may have or may hereafter acquire
any interest, and all replacements, additions, accessions, substitutions and
proceeds thereof, arising from the sale or disposition thereof, and where
applicable, the proceeds of insurance and of any tort claims involving any of
the foregoing;

        (b) all inventory of the Company, including, but not limited to, all goods,
wares, merchandise, parts, supplies, finished products, other tangible personal
property, including such inventory as is temporarily out of Company's custody or
possession and including any returns upon any accounts or other proceeds,
including insurance proceeds, resulting from the sale or disposition of any of
the foregoing;

        (c) all contract rights and general intangibles of the Company, including,
without limitation, goodwill, trademarks, trade styles, trade names, leasehold
interests, partnership or joint venture interests, patents and patent
applications, copyrights, deposit accounts whether now owned or hereafter
created;

        (d) all documents, warehouse receipts, instruments and chattel paper of the
Company whether now owned or hereafter created;

        (e) all accounts and other receivables, instruments or other forms of
obligations and rights to payment of the Company (herein collectively referred
to as "Accounts"), together with the proceeds thereof, all goods represented by
such Accounts and all such goods that may be returned by the Company's
customers, and all proceeds of any insurance thereon, and all guarantees,
securities and liens which the Company may hold for the payment of any such
Accounts including, without limitation, all rights of stoppage in transit,
replevin and reclamation and as an unpaid vendor and/or lienor, all of which the
Company represents and warrants will be bona fide and existing obligations of
its respective customers, arising out of the sale of goods by the Company in the
ordinary course of business;

        (f) to the extent assignable, all of the Company's rights under all present
and future authorizations, permits, licenses and franchises issued or granted in
connection with the operations of any of its facilities;

        (g) all products and proceeds (including, without limitation, insurance
proceeds) from the above-described Pledged Property.




                                      A-1




                                  SCHEDULE 4.1

        The Company is contemplating granting a second (subordinate) priority lien
on all the business assets of the Company to Cornell Capital Partners, LP.

                               SCHEDULE 7.1 & 7.6

        To the extent not already perfected, the Company, subject to approval by
its board of directors, shall have the right to enter into a loan transaction
for up to $300,000 and to grant a second (subordinate) priority lien on all the
business assets of the Company to Cornell Capital Partners, LP, such loan
transaction and granting of a second (subordinate) priority lien being subject
to an acceptable inter-creditor agreement.


                                  SCHEDULE 7.2

        To the extent not already perfected, the Company, subject to approval by
its board of directors, shall have the right enter into a loan transaction and
to grant a second (subordinate) priority lien on all the business assets of the
Company to Cornell Capital Partners, LP.







                                      A-2


EX-99.7 8 neo8k032805press.htm PRESS RELEASE DATED MARCH 23, 2005 neo8k032805press


 NeoGenomics, Inc. announces agreement for up to $1.5 million in debt financing
                        from Aspen Select Healthcare, LP


Fort Myers, Florida - March 29, 2005 - NeoGenomics, Inc (OTC BB: NGNM) announced
today that it has entered into an agreement with Aspen Select Healthcare, LP
(formerly known as MVP 3, LP or "MVP") which will provide new funding for the
Company's business plan and repay existing indebtedness. Under the terms of the
agreements, Aspen Select Healthcare, LP ("Aspen"), a Naples, Florida-based
private investment fund which is controlled by Steven Jones, a Director of
NeoGenomics, Inc., will make available up to $1.5 million of debt financing in
the form of a revolving credit facility (the "Credit Facility"). The Credit
Facility, which has an initial maturity of March 31, 2007, refinances the
Company's existing indebtedness of $740,000 owed to MVP 3, which was due on
March 31, 2005, and provides for additional availability of up to another
$760,000. Aspen is managed by its General Partner, Medical Venture Partners,
LLC.

Under the terms of the Credit Facility, the Company will be able to borrow up to
80% of its accounts receivable that are less than 90 days old, 50% of its net
property, plant and equipment balance, and up to $500,000 on an unsecured basis
currently, and an additional $500,000 on or before April 30, 2005. The interest
rate on the Credit Facility is prime plus 600 basis points, payable monthly in
arrears. As part of the transaction, the Company has also issued to Aspen a five
year Warrant to purchase 2,500,000 shares of its common stock at an exercise
price of $0.50/share.

As part of this transaction, NeoGenomics, Dr. Michael Dent (the Chairman of
NeoGenomics), Aspen and certain other individual shareholders have amended and
restated their shareholders agreement in order to provide that Aspen will have
the right to appoint up to three of seven directors of the Company and one
mutually acceptable independent director. The Company also announced that Mr.
John E. Elliott and Mr. Lawrence R. Kuhnert had tendered their resignations as
directors of the Company as part of these transactions. Messrs Elliott and
Kuhnert had served as directors appointed by MVP 3 from the initial transaction
in April 2003, and are no longer affiliated with MVP 3 or Medical Venture
Partners. Aspen intends to appoint two replacement directors within the next
30-60 days.

The Company has also entered into an amended and restated Registration Rights
Agreement with Aspen and certain individual shareholders granting Aspen certain
demand registration rights and all of the parties piggyback registration rights.

Robert Gasparini, the President of NeoGenomics, said, "We are delighted to have
accomplished this recapitalization. We have made tremendous progress over the
last three months in extending our business model into the Eastern U.S., and we
believe the recapitalization gives us sufficient capital to become cash flow
positive, which we expect will happen in the second half of this year."




                                       1




Steven Jones, Managing Director of Medical Venture Partners and a Director of
NeoGenomics, said "NeoGenomics has the right people and the right product
line-up in place to begin to substantially increase revenues. Our confidence in
Bob Gasparini and his team to execute on the plan was a major factor in our
decision to renew and extend the Credit Facility."

The Company also announced today that it plans to file for an automatic fifteen
day extension for the submission of its Form 10-KSB. The Company expects that
the Form 10-KSB will be filed on or before April 15, 2005. All of the relevant
agreements that comprise the above transactions will be filed with the SEC as
part of an 8-K filing.

About NeoGenomics, Inc.

NeoGenomics, Inc. is a clinical testing laboratory that offers genetic and
molecular diagnostic testing services to the oncology and perinatology markets.
NeoGenomics is headquartered in Fort Myers, FL and services the needs of the
medical community. For additional information about NeoGenomics, please visit
our website at www.neogenomics.org.

Investor Relations Contact:
NeoGenomics, Inc.
Mr. George O'Leary
(239) 768-0600
goleary@neogenomics.org

            12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913


Certain statements included in this press release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from such statements expressed or implied
herein. Factors that might cause such a difference include, among others, the
company's ability to continue gaining new customers, offer new types of tests,
and otherwise implement its business plan. As a result, this press release
should be read in conjunction with the company's periodic filings with the SEC.


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