8-K

                       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

                                January 18, 2006

                                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))




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ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On January 18, 2006, NeoGenomics, Inc. (the "Company") entered into a
binding letter agreement (the "Aspen Agreement") with Aspen Select Healthcare,
LP,("Aspen") which provides, among other things, that (a) Aspen has waived
certain pre-emptive rights in connection with the sale of $400,000 of common
stock at a purchase price of $0.20/share and the granting of 900,000 warrants
with an exercise price of $0.26/share to a SKL Limited Partnership, LP ("SKL" as
more fully described below); (b) Aspen shall have the right, up to April 30,
2006, to purchase up to $200,000 of restricted shares of the Company's common
stock at a purchase price per share of $0.20/share (1.0 million shares) and
receive a five year warrant to purchase up to 450,000 shares of the Company's
common stock at an exercise price of $0.26/share in connection with such
purchase (the "Equity Purchase Rights"); (c) in the event that Aspen does not
exercise its Equity Purchase Rights in total, the Company shall have the right
to sell the difference to SKL at terms no more favorable than Aspen's Equity
Purchase Rights; (d) Aspen and the Company will amend that certain Loan
Agreement, dated March 23, 2005 (the "Loan Agreement"), between the parties
(such Loan Agreement as amended, the "Credit Facility Amendment"); (e) Aspen
shall have the right, until April 30, 2006, to provide up to $200,000 of
additional secured indebtedness to the Company under the Amended Credit Facility
and receive a five year warrant to purchase up to 450,000 shares of the
Company's common stock with an exercise price of $0.26/share (the "New Debt
Rights"); (f) the Company has agreed to amend and restate that certain warrant
agreement, dated March 23, 2005 to provide that all 2,500,000 warrant shares
(the "Existing Warrants") shall be vested and the exercise price per share shall
be reset to $0.31 per share; and (g) the Company has agreed to amend that
certain Registration Rights Agreement, dated March 23, 2005 (the "Registration
Rights Agreement"), between the parties to incorporate the Existing Warrants and
any new shares or warrants issued to Aspen in connection with the Equity
Purchase Rights or the New Debt Rights.


        Under the terms of the contemplated Credit Facility Amendment, Aspen and
the Company have agreed as follow:

        (1) The maturity date of the Credit Facility shall be extended to September
30, 2007.

        (2) Paragraph 11 of the existing Loan Agreement (Borrower's Negative
Covenants) shall be amended to allow for Permitted Indebtedness of up to a total
of $500,000 of vendor and lease financing on capital equipment, including
straight vendor financing and both operating and capital lease financing, in the
aggregate at any given time during the term of the Credit Facility (the "Capital
Equipment Financing Basket") and allow for Permitted Liens on such equipment.
The Company agrees that its recently completed lease financing for a second flow
cytometer of $125,000 (whether accounted for as an operating lease or a capital
lease) will be attributed to this Capital Equipment Financing Basket. As part of
this Agreement, Aspen agrees that it will waive until the Amendment Date, the
current default that arose from the Company's entry into this lease for the
second flow cytometer. The parties further agree that any short term vendor
financing for the purchase of capital equipment, including extended payment
terms as is the case with the Company's contemplated purchase of an automated
spot counter, shall be allowable under this Capital Equipment Financing Basket.
As part of this Agreement, Aspen agrees that it will waive until the Amendment
Date, any default that may arise as a result of the Company's contemplated
purchase of the automated spot counter that occurs prior to the time that such
amended and restated Credit Facility can be executed. Aspen further agrees that
it will assist the Company in securing an operating lease line from one or more
lessors at an appropriate point in time.

        (3) The Permitted Indebtedness section of paragraph 11 of the Loan
Agreement shall be amended to allow for an aggregate of up to $400,000 of
convertible draw notes from Cornell Capital Partners LP during the life of the
Credit Facility (unless the proceeds of such Cornell convertible draw notes are
used to repay the Company's indebtedness to Aspen); provided that such
convertible draw notes contain an option for a fixed price conversion at any
time and have a term of no longer than six months unless the proceeds of such
convertible draw notes are used to pay-off the Credit Facility.

        (4) The definition of Permitted Indebtedness in paragraph 11 of the Loan
Agreement shall be amended to allow for real estate leases entered into by the
Company, provided that such real estate leases have been approved by the Board
of Directors and contain no more than $100,000 of leasehold improvements
embedded within the lease stream.

        (5) The structure of the Credit Facility shall be amended so that it is a
draw facility whereby once principal payments have been made to Aspen by the
Company, the Company can no longer draw such amounts and that portion of the
availability will expire. The parties agree that all principal payments from the
Company will retire the unsecured portion of the Credit Facility first.




                                       2




        (6) The Company and Aspen agree to such other amendments to the Credit
Facility documents as may be mutually agreed upon, including, but not limited to
a clarification of Paragraph 16 of the Loan Agreement to include a provision
that if the Company does not properly notify Aspen of an event of default, that
is in and of itself a default and that the date of such default will be deemed
to be the first date which circumstances gave rise to the event of default for
purposes of calculating the 30 day cure period, and further that Aspen may so
notify the Company of this type of default or any other type of default that may
have occurred.

        Aspen Select Healthcare, LP is a private investment partnership that,
before giving effect to the above Aspen Agreement, owns 39.9% of the Company's
fully-diluted shares. Aspen has also previously provided $1.5 million of
indebtedness to the Company under the Loan Agreement. Pursuant to a Shareholders
Agreement, dated March 23, 2005, Aspen has the rights to appoint up to three
persons, out of a total of seven, to the Company's Board of Directors and
nominate one mutually acceptable independent director.

        On January 21, 2006 the Company entered into a subscription agreement (the
"Subscription") with SKL Family Limited Partnership, LP, a New Jersey limited
partnership, whereby SKL purchased 2.0 million shares (the "Subscription
Shares") of the Company's common stock at a purchase price of $0.20/share for
$400,000. Under the terms of the Subscription, the Subscription Shares are
restricted for a period of 24 months and then carry piggyback registration
rights to the extent that exemptions under Rule 144 are not available to SKL. In
connection with the Subscription, the Company also issued a warrant to purchase
900,000 shares of the Company's common stock at an exercise price of
$0.26/share. Such warrant expires from the date of issuance and all such warrant
shares are vested. SKL has no previous affiliation with the Company.




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ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES


        See Item 1.01 above


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibit No. Description.


Exhibit            Description                                  Location

99.1               Letter Agreement between NeoGenomics, Inc.   Provided herewith
                   and Aspen Select Healthcare, L.P. dated
                   January 18, 2006

99.2               Stock Purchase Agreement between             Provided herewith
                   NeoGenomics, Inc. and SKL Limited
                   Partnership, dated January 21, 2006

99.3               Press Release, dated January 25, 2006        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: January 24, 2006                  NeoGenomics, Inc.


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

EX-99.1

                           Aspen Select Healthcare, LP
                         1740 Persimmon Drive, Suite 100
                                Naples, FL 34109


January 18, 2005

Board of Directors
NeoGenomics, Inc.
12701 Commonwealth Drive, Suite 9
Fort Myers, FL 33913

Gentlemen,

        This letter agreement (the "Agreement") is intended to be a binding letter
of intent between NeoGenomics, Inc, a Nevada corporation, and Aspen Select
Healthcare, LP, a Delaware limited partnership ("Aspen"), regarding the
understandings between the parties with respect to Aspen providing to the
Company A) an additional $200,000 of equity capital; B) an additional $200,000
of debt capital under the secured tranche of the Credit Facility; C) a waiver of
Aspen's pre-emptive rights under that certain amended and restated Shareholders
Agreement, dated March 23, 2005 (the "Shareholders' Agreement") to allow for the
purchase of up to $400,000 of common equity by a third party investor (the
"Third Party Investor"), which is anticipated to close no later than January 31,
2006; and D) an amendment to the terms of that certain Loan Agreement, dated
March 23, 2005, and related documents (collectively, the "Credit Facility"). The
parties have agreed to move forward to consummate transactions on all of the
above-mentioned activities under the conditions specified below. The parties
have further agreed that they will each use their best efforts to execute
definitive transaction documents on each component of this transaction within
the time frames specified in each section below as the definitive documentation
becomes available.

A. Providing an Additional $200,000 of Equity Capital.

1.      Aspen will purchase up to $200,000 of restricted stock from the Company
at a price of $0.20 per share (such $200,000 investment hereinafter referred to
as the "New Equity") provided that the Company has closed on at least $400,000
of equity capital on no less favorable terms than those being offered to Aspen
with the Third Party Investor and the Company and Aspen have executed definitive
documentation for the transactions contemplated in Section B, C, D and E below.
The timing of such equity purchase by Aspen will be based upon Aspen having
completed its fundraising activities, provided, however, that Aspen will use its
best efforts to fund this New Equity by March 31, 2006 (such date of closing of
the New Equity transaction, hereinafter referred to as the ("Equity Closing").
In the event Aspen has not funded its total purchase of New Equity by April 30,
2006, the Company will provide the Third Party Investor the right to invest the
difference up to $200,000 at terms no more favorable than the Aspen New Equity
terms.

2.      On the Equity Closing, the Company agrees that it will grant to Aspen a
Warrant to purchase up to 450,000 (such number subject to adjustment as outlined
below) shares of the Company's common stock (the "Equity Warrants"). The
exercise price per share for the Equity Warrants shall be set at $0.26/share
(subject to adjustment as outlined below). Such Equity Warrants will expire at
the same time as the Existing Debt Warrants outlined in paragraph 12 and all of




                                       1




the shares under such Equity Warrants will be deemed vested upon issuance. In
the event that the contemplated $400,000 equity transaction with the Third Party
Investor results in more than 900,000 warrants to purchase common stock of the
Company being granted to such Third Party Equity Investor, then the Company
agrees that the number of warrant shares underlying the Equity Warrants will be
recalculated to be a number of warrant shares equal to the number of warrant
shares given to the Third Party investor multiplied by a fraction, the numerator
of which is the amount of New Equity provided by Aspen and the denominator of
which is the amount of equity capital provided by the Third Party Investor. In
the event that the strike price of the warrants granted to the Third Party
Investor is lower than $0.26/share, then the Company agrees that the exercise
price of the Equity Warrant will be reset to such lower number.

B. Providing an Additional $200,000 of Debt Capital.

3.      Aspen will provide up to $200,000 of additional debt capital by
increasing the availability limit on the secured tranche of the Credit Facility
to $700,000 (such $200,000 increase hereinafter referred to as the "New Debt").
This will increase the size of the total Credit Facility from $1.5 million to
$1.7 million. The Company understands that funding of the remaining $200,000 on
the secured tranche will become available subject to the borrowing base
limitations in the Credit Facility and Aspen having completed sufficient
fundraising from its investors. Aspen agrees that it will use its best efforts
to make available this $200,000 of New Debt by March 31, 2006. The parties agree
that the Amended and Restated Credit Facility outlined in Section D below will
incorporate an increase in the secured portion of the Credit Facility by the
amount of the New Debt; provided, however, that in the event Aspen has not made
available all such New Debt funding to the Company by April 30, 2006, the
Company will have the option to reduce the availability under such secured
portion of the Credit Facility by the amount of the New Debt funding from Aspen
that was not made available by April 30, 2006. In the event the Company elects
not to accept all or any part of such New Debt after April 30, 2006, then a pro
rata portion of the New Debt Warrants (as defined in paragraph 4 below) shall be
deemed not to have vested. In this instance, such pro rata portion of the New
Debt Warrants that is deemed not to have vested shall be calculated by
multiplying the total number of New Debt Warrants by a fraction, the numerator
of which is the amount of New Debt that was not made available by April 30, 2006
and the denominator of which is $200,000.

4.      In consideration for providing the New Debt, the Company agrees that on
the Amendment Date (as defined in Paragraph 5 hereof), it will issue to Aspen a
warrant to purchase 450,000 shares (such number subject to adjustment as
outlined below) of the Company's common stock (the "New Debt Warrants"). The
exercise price per share for the New Debt Warrants shall be set at $0.26/share
(subject to adjustment as outlined below, such exercise price after taking into
consideration any adjustments, hereinafter referred to as the "Exercise Price").
Such New Debt Warrants will expire at the same time as the Existing Debt
Warrants outlined in paragraph 13 and will be deemed vested on a pro rata basis
corresponding to the amount of New Debt made available at any given time. In the
event that the contemplated $400,000 equity transaction with the Third Party
Investor results in more than 900,000 warrants to purchase common stock of the
Company being granted to such Third Party Equity Investor, then the Company
agrees that the number of warrant shares underlying the New Debt Warrants will
be recalculated to be a number of warrant shares equal to the number of warrant
shares given to the Third Party investor multiplied by a fraction, the numerator
of which is $200,000 and the denominator of which is the amount of equity
capital provided by the Third Party Investor. In the event that the strike price
of the warrants granted to the Third Party Investor is lower than $0.26/share,




                                       2




then the Company agrees that the exercise price/share of the New Debt Warrants
will be reset to such lower number.

C. Provide a Waiver of Pre-emptive Rights Under Shareholders' Agreement.

5.      In consideration for receiving a five year warrant to purchase 150,000
shares of common stock of the Company with an exercise price equal to the
Exercise Price (as adjusted) of the New Debt Warrants (the "Waiver Warrant"),
Aspen agrees to waive its pre-emptive rights under Section 3.1 of the
Shareholders Agreement in connection with the sale of up to $400,000 of common
stock of the Company at a price per share of no less than $0.20/share (the
"Pre-emptive Rights Waiver"). The Company agrees that this Pre-emptive Rights
Waiver is subject to Aspen receiving a) an executed warrant agreement for the
Waiver Warrants and b) an executed copy of the amended and restated copy of the
Existing Debt Warrant Agreement outlined in paragraph 13 hereof prior to the
Company consummating its equity transaction with the Third Party Investor.

D. Amendment of Existing Credit Facility.

6.      The parties agree that they will each use their best efforts to
executive definitive transaction documentation to amend and restate the existing
Credit Facility and related documents within two weeks of the date of this
Agreement (such date, including any mutually agreed upon extensions thereto,
hereinafter referred to as the "Amendment Date"). Such amended and restated
Credit Facility documentation will specifically provide for the items contained
in paragraph 6-13 below.

7.      The maturity date of the Credit Facility shall be extended to September
30, 2007.

8.      Paragraph 11 of the existing Loan Agreement (Borrower's Negative
Covenants) shall be amended to allow for Permitted Indebtedness of up to a total
of $500,000 of vendor and lease financing on capital equipment, including
straight vendor financing and both operating and capital lease financing, in the
aggregate at any given time during the term of the Credit Facility (the "Capital
Equipment Financing Basket") and allow for Permitted Liens on such equipment.
The Company agrees that its recently completed lease financing for a second flow
cytometer of $125,000 (whether accounted for as an operating lease or a capital
lease) will be attributed to this Capital Equipment Financing Basket. As part of
this Agreement, Aspen agrees that it will waive until the Amendment Date, the
current default that arose from the Company's entry into this lease for the
second flow cytometer. The parties further agree that any short term vendor
financing for the purchase of capital equipment, including extended payment
terms as is the case with the Company's contemplated purchase of an automated
spot counter, shall be allowable under this Capital Equipment Financing Basket.
As part of this Agreement, Aspen agrees that it will waive until the Amendment
Date, any default that may arise as a result of the Company's contemplated
purchase of the automated spot counter that occurs prior to the time that such
amended and restated Credit Facility can be executed. Aspen further agrees that
it will assist the Company in securing an operating lease line from one or more
lessors at an appropriate point in time.

9.      The Permitted Indebtedness section of paragraph 11 of the Loan Agreement
shall be amended to allow for an aggregate of up to $400,000 of convertible draw
notes from Cornell Capital LP during the life of the Credit Facility (unless the
proceeds of such Cornell convertible draw notes are used to repay the Company's
indebtedness to Aspen); provided that such convertible draw notes contain an
option for a fixed price conversion at any time and have a term of no longer




                                       3




than six months unless the proceeds of such convertible draw notes are used to
pay-off the Credit Facility.

10.     The definition of Permitted Indebtedness in paragraph 11 of the Loan
Agreement shall be amended to allow for real estate leases entered into by the
Company, provided that such real estate leases have been approved by the Board
of Directors and contain no more than $100,000 of leasehold improvements
embedded within the lease stream.

11.     The structure of the Credit Facility shall be amended so that it is a
draw facility whereby once principal payments have been made to Aspen by the
Company, the Company can no longer draw such amounts and that portion of the
availability will expire. The parties agree that all principal payments from the
Company will retire the unsecured portion of the Credit Facility first.

12.     The Company and Aspen agree to such other amendments to the Credit
Facility documents as may be mutually agreed upon, including, but not limited to
a clarification of Paragraph 16 of the Loan Agreement to include a provision
that if the Company does not properly notify Aspen of an event of default, that
is in and of itself a default and that the date of such default will be deemed
to be the first date which circumstances gave rise to the event of default for
purposes of calculating the 30 day cure period, and further that Aspen may so
notify the Company of this type of default or any other type of default that may
have occurred.

E. Amendment to Existing Warrant Agreement.

13.     In consideration for Aspen's agreement to amend and restate the Credit
Facility, the Company agrees to amend and restate the existing warrant
agreement, dated March 23, 2005, currently held by Aspen (the "Existing Debt
Warrants or the Existing Debt Warrant Agreement") on or before the closing of
the Third Party Investor equity transaction. Such amended and restated Existing
Debt Warrant Agreement will provide that a) the total number of warrant shares
that are vested under such Existing Debt Warrant Agreement will be stipulated to
be 2,500,000 shares; b) the exercise price per share for such Existing Debt
Warrants shall be reduced to $0.31/share; c) the warrant expiration date will be
amended to be five years from the date of the Existing Debt Warrant Agreement,
as amended and restated..

F. General Provisions

14.     In the event that the terms of the contemplated Third Party Investor
purchase of common equity from the Company change in a manner that results in a
lower purchase price than the $0.20/share that has been agreed, the Company
agrees that this Agreement will become null and void and Aspen and the Company
will revisit the terms of this Agreement.

15.     The Company and Aspen agree to amend the existing Registration Rights
Agreement, dated March 23, 2005, so that all shares issued in the New Equity
transaction and all shares underlying the Equity Warrants, the New Debt
Warrants, the Waiver Warrants and the Existing Debt Warrants are covered by such
agreement.

16.     The parties agree to use the closing stock price on the date of this
Agreement in valuing all warrants for GAAP purposes.




                                       4




17.     The Company agrees that it will assist Aspen Select Healthcare, LP in
its fundraising activities by making members of its management team to meet with
prospective investors upon reasonable notice.

18.     The Company agrees that it will reimburse Aspen Select Healthcare, LP
up to $3,000 of transaction expenses in connection with preparing and executing
the Amended and Restated Credit Facility and related documents, promptly upon
submission of invoices evidencing such expenses.

19.     Except as required by applicable law, the parties agree that the
contents of this proposal shall be held strictly confidential by the parties
hereto and their respective officers, directors and employees until such time as
the definitive documentation has been executed, and any disclosure to any third
parties will be viewed as a breach of this agreement.

20.     The Company agrees that provided that Aspen has delivered commercially
reasonable definitive transaction documentation to the Company for any component
of the above-mentioned transactions, including but not limited to the New Equity
transaction, the New Equity Warrants, the amendment of the Credit Facility
documents, the amendment of the Registration Rights agreement, the Waiver
Warrants, and the Debt Warrants, it will not decline to enter into such
definitive transaction documentation. The Company further agrees that Aspen may
close on the various components of the transactions contemplated by this
Agreement at different times, when such components are ready to be closed and
agrees that it will execute each such component when Aspen has delivered
commercially reasonable documentation for such component.

21.     Severability. The provisions of this Agreement are severable. If any
provision is held to be invalid or unenforceable, it shall not affect the
validity or enforceability of any other provision.

22.     Governing Law, Remedies. This Agreement is governed by the laws of the
State of Florida, and the parties hereto agree to submit to the jurisdiction of
the state and federal courts of Florida in the event of a dispute. All remedies
at law or in equity shall be available for the enforcement of this Agreement.

23.     Counterparts. This Agreement may be executed in any number of
counterparts and by the different Parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Agreement.

        If the above terms are acceptable to you, please signify such acceptance by
countersigning this letter Agreement below.

Warm Regards,                             Agreed and Accepted
Aspen Select Healthcare, LP               on Behalf of NeoGenomics, Inc.


Steven C. Jones                           /s/ Robert P. Gasparini  Date_________
Managing Director                         Robert P. Gasparini
Medical Venture Partners, LLC             President
         The General Partner

EX-99.2

                                NEOGENOMICS, INC.

                             SUBSCRIPTION AGREEMENT

        Subscription Agreement between NeoGenomics, Inc., a Nevada corporation (the
"Company") and the undersigned (the "Subscriber"), the effective date of which
shall be the date of execution by the Company.

        WHEREAS, the Company is conducting an exempt, limited private offering of
its common stock, par value $.001 per share (the "Common Stock"), under Rule 506
of Regulation D ("Reg. D") promulgated under the Securities Act of 1933, as
amended (the "Securities Act") on the terms and conditions hereinafter set
forth, and the Subscriber desires to acquire the number of shares of the Common
Stock as specifically set forth on the signature page hereof;

        NOW, THEREFORE, for and in consideration of the agreements hereinafter set
forth, the parties agree as follows:

        1. Subscription For Shares. Subject to the terms and conditions hereinafter
set forth, the Subscriber hereby subscribes for and agrees to purchase from the
Company such number of shares of Common Stock as set forth upon the signature
page hereof (the "Subscription Shares") at a price payable in cash equal to
$0.20 per Subscription Share, and the Company agrees to sell and issue such
Subscription Shares to the Subscriber for such purchase price. The certificate
for the Subscription Shares shall be delivered by the Company within a
reasonable period following acceptance of this Subscription Agreement by the
Company. If this subscription is rejected for any reason by the Company, the
Subscriber will be promptly notified. The Subscription Shares will be restricted
for 24 month with subsequent piggyback registration rights if part 144 rights
are not available. This offering is subject to closing this subscription 5
business days from the date of signing the subscription agreement.

        The subscription has received board approval and is subject to the waiving
of preemptive rights of certain existing shareholders as per the Shareholders
Agreement dated March 21, 2005. No commissions will be paid as a condition by
the subscriber to invest in the Company.

        2. Acknowledgements, Agreements, Representations and Covenants of
Subscriber.

        2.1 (a) The Subscriber acknowledges that a purchase of the Subscription
Shares involves a high degree of risk in that (i) the Company is highly
speculative; (ii) the investment is illiquid; and (iii) transferability of the
Subscription Shares is extremely limited.

        (b) The Subscriber represents that he/she/it is an "accredited investor"
within the meaning of Rule 501(a) of Reg. D.

        (c) The Subscriber represents that it has previously completed and
delivered to the Company an investor questionnaire, and that the information
provided therein is truthful and accurate.

        (d) The Subscriber represents and warrants (i) that he/she/it has been
furnished by the Company during the course of evaluating his/her/its interest in
this transaction with all information regarding the Company which he/she/it had
requested or desired to know; (ii) that all documents which could be reasonably
provided have been made available for his/her/its inspection and review; (iii)
that he/she/it has been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of the Company
concerning the terms and conditions of the offering; (iv) that he/she/it has
read in its entirety the Company's most recent Securities and Exchange
Commission filings including our 2004 10KSB filed April 15, 2005 which includes
the Company's risk factors, and fully understands the information contained
therein; and




                                      -1-




(v) that he/she/it understands those risk factors associated with an investment
in the Subscription Shares which are specifically set forth in the CIM.

        (e) The Subscriber acknowledges that the purchase price for the
Subscription Shares has been established based on a valuation for the Company
which bears no relationship to the assets or book value of the Company, or any
other customary valuation criteria.

        (f) The Subscriber represents (i) that he/she/it has not been the subject
of any general solicitation by the Company, and (ii) that he/she/it knows of no
general solicitation, including any general advertising, by the Company in
connection with the sale of the Subscription Shares.

        (g) The Subscriber acknowledges that this offering of Subscription Shares
may involve tax consequences and that he/she/it has received no opinions or
statements from the Company in respect of same. The Subscriber further
acknowledges that he/she/it must retain his own professional advisors to
evaluate the tax and other consequences of an investment in the Subscription
Shares.

        2.2 (a) The Subscriber acknowledges that this offering of the Subscription
Shares has not been reviewed by the United States Securities and Exchange
Commission (the "SEC") based on the Company's intention that it be a nonpublic
offering conducted pursuant to exemption from the registration requirements of
the Securities Act, specifically Rule 506 of Reg. D. The Subscriber acknowledges
that the Subscription Shares have not been registered under the Securities Act,
or the securities laws of any individual states, that the Subscription Shares
are being purchased for investment purposes and not with a view to distribution
or resale, nor with the intention of selling, transferring or otherwise
disposing of all or any part of such Subscription Shares for any particular
price, or at any particular time, or upon the happening of any particular event
or circumstances, except in full compliance with all applicable provisions of
the Securities Act, the rules and regulations promulgated by the SEC thereunder
or in connection therewith, and applicable state securities laws. The Subscriber
further acknowledges that the Subscription Shares must be held indefinitely
unless they become registered under the Securities Act, or an exemption from
such registration is available, and an opinion of counsel is furnished stating
that registration is not required under the Securities Act or such state
securities laws.

        (b) The Subscriber is aware and understands that availability of the
claimed exemption from registration under the Securities Act pursuant to which
this offering is being conducted depends, in part, upon his/her/its investment
intention. In this connection, the Subscriber is further aware and understands
that it is the position of the SEC that the statutory basis for such exemption
would not be present if his/her/its representation merely meant that his/her/its
present intention was to hold such securities for a short period, such as the
capital gains period under any tax statutes, for a deferred sale, for a market
rise, assuming that a market is maintained, or for any other fixed period. The
Subscriber is further aware and understands that, in the view of the SEC, a
purchase now with an intent to resell (notwithstanding any registration rights
granted in connection with such Subscription Shares) would represent a purchase
with an intent inconsistent with his/her/its representation to the Company
contained herein, and the SEC would likely regard such a sale or disposition as
a deferred sale to which such exemptions are not available.

        (c) The Subscriber understands that there is currently a very limited
public market for the Subscription Shares. The Subscriber further understands
that Rule 144 (the "Rule") promulgated under the Securities Act requires, among
other conditions, a one (1) year holding period prior to the resale (in limited
amounts) of securities acquired in a non-public offering without having to
satisfy the registration requirements under the Securities Act. The Subscriber
further understands and hereby acknowledges that, unless and until the
Subscription Shares are registered, any determination to allow the Subscription
Shares to be transferred out of the Subscriber's name shall be within the
exclusive discretion of the Company, and shall only be permitted to the extent
that an opinion of counsel to the Company has been obtained to the effect that
neither the sale nor the proposed transfer would result in a violation of the
Securities Act or of the applicable securities laws of any state or other
jurisdiction.




                                      -2-




        (d) The Subscriber acknowledges that the certificates to be issued
representing the Subscription Shares may bear a legend containing the following
or similar words:

        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT") OR ANY OTHER SECURITIES LAWS. THESE SECURITIES HAVE BEEN
        ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
        DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED, SOLD OR
        OTHERWISE DISPOSED OF, OR OFFERED FOR TRANSFER, SALE OR OTHER
        DISPOSITION IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION
        STATEMENT FOR SUCH SECURITIES UNDER THE ACT, AND ANY OTHER
        APPLICABLE SECURITIES LAWS, OR (ii) THE AVAILABILITY OF AN
        EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY OTHER
        APPLICABLE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL
        TO THE COMPANY".

        2.3 (a) The Subscriber agrees to indemnify and hold harmless the Company,
and each of its officers, directors, agents and attorneys against any and all
losses, claims, demands, liabilities and expenses (including reasonable legal or
other expenses as such are incurred) incurred by the Company and/or any such
individual which (a) arises out of or is based upon any untrue representation or
other statement by the Subscriber of a material fact contained in this
Subscription Agreement, or (b) arises out of or is based upon any breach by the
Subscriber of any representation, warranty, agreement or covenant contained
herein.

        (b) The Subscriber agrees to indemnify and hold harmless the Company, and
each of its officers, directors, agents and attorneys against any and all
losses, claims, demands, liabilities and expenses incurred by the Company and/or
any such individual in connection with the defending or investigating of any
claims or liabilities, including reasonable legal or other expenses as such are
incurred and whether or not resulting in any liability to the Company or such
individual, to which any such indemnified party may become subject under the
Securities Act, under any other statute, at common law or otherwise, insofar as
such losses, claims, demands, liabilities and expenses (a) arise out of or are
based upon any untrue representation or other statement of a material fact
contained in this Subscription Agreement, or (b) arise out of or are based upon
any breach by the Subscriber of any representation, warranty, agreement or
covenant contained herein.

        2.4 The Subscriber represents that the address furnished at the end of this
Subscription Agreement is the address of Subscriber's principal residence.

        2.5 The Subscriber acknowledges that at such time, if ever, as any of the
Subscription Shares are registered, sales of such Subscription Shares will be
subject to federal, state and other applicable securities laws, including those
which may require that such securities be sold through a registered
broker-dealer or in reliance upon an exemption from registration, and the
Subscriber agrees and covenants to comply with all such applicable laws.

        2.6 If the Subscriber is not a United States person, such Subscriber hereby
represents that it has satisfied itself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for the
Subscription Shares or any use of this Subscription Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Subscription
Shares, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv)
the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the Subscription Shares. Any
such Subscriber's subscription and payment for, and its continued beneficial
ownership of, any of the Subscription Shares will not violate any applicable
securities or other laws of the Subscriber's non-U.S. jurisdiction.




                                      -3-




        2.7 The Subscriber agrees and covenants to execute and deliver all such
further documents, agreements, and instruments, and take such other and further
action, as may be reasonably requested by the Company to carry out the purposes
and intent of, and any legal requirements associated with, this Subscription
Agreement.

        3. Representations, Agreements, and Covenants of the Company.

        3.1 The Company hereby represents and warrants to the Subscriber as of the
date hereof as follows:

        (a) The Company is a corporation duly organized and existing under the laws
of the State of Nevada, and has the power to conduct the business which it
conducts.

        (b) The acceptance, execution, and delivery of this Subscription Agreement
by the Company shall have been duly approved by the board of directors of the
Company, and all other actions required to authorize and effect the offer and
sale of the Subscription Shares shall have been duly taken and approved.

        (c) Upon issuance, the Subscription Shares shall be fully paid and
non-assessable.

        3.2 The Company covenants and agrees that it will use its reasonable best
efforts to file with the SEC within 720 days of the effective date of this
Subscription Agreement, and to cause to be declared effective thereafter, a
resale registration statement which includes the Subscription Shares.

        3.3 The Company covenants and agrees to refrain from disclosing the name,
address, social security number (or federal tax identification number, as
applicable) or any other information relating to the Subscriber, except as may
be required by law, advised by counsel, or as otherwise reasonably necessary to
conduct its business.


        4. Miscellaneous.

        4.1 Any notice, service of process, or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company at 12701 Commonwealth
Drive, Suite 9, Fort Meyers, FL 33913, and to the Subscriber at his/her/its
address indicated on the last page of this Subscription Agreement. Notices shall
be deemed to have been given on the date of mailing, except notices of change of
address, which shall be deemed to have been given when received. Either party
may change its address for purposes hereof at any time or from time to time by
providing notice in writing to the other party in accordance herewith, and any
such newly designated address shall thereafter serve for purposes hereof in lieu
of the address stated herein.

        4.2 This Subscription Agreement shall not be changed, modified, or amended
except through a writing signed by both the Company and the Subscriber.

        4.3 This Subscription Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors, and/or assigns. This Subscription Agreement sets
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersedes all prior discussions, agreements, and
understandings of any and every nature between them.




                                      -4-




        4.4 Notwithstanding the place where this Subscription Agreement may have
been executed by either party, it is agreed that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Nevada without regard to principles of conflicts of laws. The parties
hereby agree that any dispute that may arise between them arising out of or in
connection with this Subscription Agreement shall be adjudicated before a court
located in Lee County, Florida and they hereby submit to the exclusive
jurisdiction of the courts of the State of Florida located in Fort Myers,
Florida, and of the federal courts having jurisdiction in such district with
respect to any action or legal proceeding commenced by either party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising out of
this Subscription Agreement or any acts or omissions relating to the sale of the
securities pursuant hereto.

        4.5 This Subscription Agreement may be executed in counterparts. Upon the
execution and delivery of this Subscription Agreement by the Subscriber, this
Subscription Agreement shall become a binding obligation of the Subscriber with
respect to the purchase of the Subscription Shares as herein provided, but shall
only be binding upon the Company if and when executed by the Company.

        4.6 The holding of any provision of this Subscription Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Subscription Agreement, which shall remain in full
force and effect.

        4.7 It is agreed that a waiver by either party of a breach of any provision
of this Subscription Agreement shall not operate, or be construed, as a waiver
of any subsequent or continuing breach by that same party.

        IN WITNESS WHEREOF, the parties have executed this Subscription Agreement
as of the day and year set forth in each case below.

Signature of Subscriber                              Subscription Accepted:
or Authorized Representative:
                                                     NEOGENOMICS, INC.
                                                      - A Nevada Corporation -

By: /s/ SKL Limited Family Partnership, LP By: /s/ Robert Gasparini
Name: SKL Limited Family Partnership, LP  Name: Robert P. Gasparini
[Title]: Redacted                         Title:President
Date:   January 21, 2006                  Date: January 21, 2006

Address (principal residence):

Redacted____________________
____________________________
____________________________
____________________________


Social Security or Taxpayer Identification Number of Subscriber:
Redacted____________________

Total Number of Common Shares Subscribed For: 2,000,000 @ $0.20/share totaling $400,000



                                      -5-

EX-99.3

                               [Neogenomics Logo]

                                NEOGENOMICS, INC
                                  PRESS RELEASE

Investor Relations Contact:
NeoGenomics, Inc.
Mr. Steven Jones
(239) 598-0964
sjones@neogenomics.org

12701 Commonwealth Drive, Suite 9
Ft. Myers, FL  33913

FOR IMMEDIATE RELEASE

              NeoGenomics, Inc. Announces New Equity Financing and
                    Planned Amendments to its Credit Facility

        Ft. Myers, Florida - January 26, 2006 - NeoGenomics, Inc. (NASD OTC BB:
NGNM) today announced that it had reached agreements for up to $600,000 of new
equity financing for the Company as well as planned amendments to its credit
facility. As part of these agreements, a new investor to the Company has
purchased 2.0 million restricted shares of the Company's common stock at a
purchase price $0.20/share, which has resulted in $400,000 of new equity capital
coming into the Company. This investor was also granted a warrant to purchase
900,000 shares of common stock at an exercise price of $0.26/share. As part of
the equity agreements and planned credit facility amendment, the Company also
granted the right to purchase an additional $200,000 of equity under the same
terms by April 30, 2006 to Aspen Select Healthcare, LP ("Aspen") the Company's
largest shareholder and creditor, provided that if Aspen elects not to exercise
such rights, then the Company may make such shares available for purchase to the
new investor.

        Under the terms of the planned credit facility amendment, the Company and
Aspen have agreed to extend the maturity date until September 30, 2007 and
increase the availability of such credit facility by up to $200,000 in certain
circumstances. In addition to other items, the planned amendment will provide
the company with the ability to access up to $500,000 in secured vendor
financing and/or lease arrangements.

        Robert Gasparini, the Company's President, stated, "I am very pleased with
this financing package. The equity components are at terms more favorable than
the current market price of our stock and are with investors who have a
long-term commitment to the Company. In addition, we believe the credit facility
amendments will provide the flexibility to fuel further growth and expansion
where it makes financial sense in lieu of issuing additional equity."




                                       1




        Mr. Gasparini added, "Operationally, the Company is doing great. We are
experiencing very strong growth across the board in all our core testing
services. While we are still completing our year-end audit and won't be
releasing our 2005 fourth quarter and fiscal year financial results until late
February or early March, I can report that after a record Q2 and Q3, our testing
volumes increased another 23% in the fourth quarter of 2005 from the third
quarter. In addition, we are experiencing very strong growth this month and
expect that our testing volumes will increase another 15-20% sequentially from
December. Given our current momentum, we anticipate that we will be profitable
on a monthly basis by the end of the first quarter, and we believe this will be
the final financing package for our current business plan."

        A more complete description of the terms of these financings is included
with the Company's report on Form 8-K, which was filed with the SEC yesterday.

About NeoGenomics, Inc.

        NeoGenomics, Inc. is a clinical laboratory that offers genetic and
molecular cancer diagnostic testing services. NeoGenomics is headquartered in
Fort Myers, FL and services the needs of the oncologists, pathologists and
hospitals throughout the United States. For additional information about
NeoGenomics, please visit our website at www.neogenomics.org.

Forward Looking Statements

        Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements. These
forward looking statements involve a number of risks and uncertainties that
could cause actual future results to differ materially from those anticipated in
the forward looking statements, including, but not limited to, the Company has
incurred significant losses since its inception and has experienced negative
operating margins and negative cash flows from operations, any adverse effect or
limitations caused by governmental regulations, the company's ability to attract
and retain qualified personnel, to initiate and develop client relationships, to
gain market acceptance of service offerings, as well as other risks described
from time to time in the company's filings with the Securities and Exchange
Commission. Although the Company has used its best efforts to be accurate in
making those forward-looking statements, there can be no assurance that the
assumptions made by management will materialize. In addition, the information
set forth in the Company's Form 10-KSB for the fiscal year ended December 31,
2004, describes certain additional risks and uncertainties that could cause
actual results to vary materially from the future results covered in such
forward-looking statements. The Company undertakes no obligation to publicly
revise or update the forward looking statements to reflect new information,
subsequent events or otherwise.



                                       2