CERTIFICATION

I, Michael T. Dent, M.D., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Neogenomics, Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact, or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial position, results of operations, and cash
   flows of the issuer as of, and for, the periods presented in this quarterly
   report.

4. I am responsible for establishing and maintaining disclosure controls and
   procedures for the registrant and I have:

        (i)  designed such disclosure controls and procedures to ensure that
             material information relating to the issuer, including its
             consolidated subsidiaries, is made known to us by others within those
             entities, particularly during the period in which this quarterly
             report is being prepared;
        (ii) evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of June 30, 2003 (the "Evaluation Date"); and
        (iii)presented in the report our conclusions about the effectiveness of
             the disclosure controls and procedures based on our evaluation as of
             the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
   auditors and the audit committee of the board of directors (or persons
   fulfilling the equivalent function):

        (i) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

        (ii) any fraud, whether or not material, that involves management or other
             employees who have a significant role in the registrant's internal
             controls; and

6. I have indicated in the report whether or not there were significant
   changes in internal controls or in other factors that could significantly
   affect internal controls subsequent to the date of our most recent
   evaluation, including any corrective actions with regard to significant
   deficiencies and material weaknesses.

August 11, 2003

/s/ Michael T. Dent, M.D.
    Michael T. Dent, M.D.
    President, Chief Medical Officer and
    Principal Accounting Officer