EXHIBIT 14.1

                                 Code of Ethics
                          for Senior Financial Officers
                     and the Principal Executive Officer of
                                NeoGenomics, Inc.

NeoGenomics, Inc. (the "Company") is committed to conducting its business in
compliance with all applicable laws and regulations and in accordance with high
standards of business conduct. The Company strives to maintain the highest
standard of accuracy, completeness, and disclosure in its financial dealings,
records, and reports. These standards serve as the basis for managing the
Company's business, for meeting the Company's duties to its stockholders, and
for maintaining compliance with financial reporting requirements. The Company's
principal executive officer and all of the Company's senior financial executives
must agree to comply with the following principles and will promote and support
this Code of Ethics, and comply with the following principles. For the purposes
of this Code of Ethics, "senior financial officers" means the Company's
principal financial officer and controller or principal accounting officer, or
persons performing similar functions.

The principal executive officer and each senior financial officer of the Company
will adhere to and advocate the following principals and responsibilities
governing his or her professional and ethical conduct, each to the best of his
or her knowledge and ability.

1. Act with honesty and integrity and in an ethical manner, avoiding actual or
   apparent conflicts of interest in personal and professional relationships.

2. Promptly disclose to the Company, through the General Counsel, Chief
   Accounting Officer, or Audit Committee, any material transaction or relationship
   that reasonably could be expected to give rise to a conflict of interest between
   personal and professional relationships.

3. Provide full, fair, accurate, timely, and understandable disclosure in
   reports and documents that the Company files with, or submits to, the SEC and in
   other public communications made by the Company.

4. Provide constituents with information that is accurate, complete, objective,
   relevant, timely, and understandable.

5. Comply with applicable rules and regulations of federal, state, and local
   governments and other appropriate private and public regulatory agencies.

6. Act in good faith, responsibly, with due care, competence and diligence,
   without misrepresenting material facts or allowing my independent judgment to be
   subordinated.

7. Use good business judgment in the processing and recording of all financial
   transactions.

8. Respect the confidentiality of information acquired in the course of the
   Company's business, except when authorized or otherwise legally obligated to
   disclose such information, and not use confidential information acquired in the
   course of work for personal advantage.

9. Share knowledge and maintain skills important and relevant to his or her
   constituents' needs.




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10. Promote ethical behavior among constituents in the work environment.

11. Achieve responsible use of and control over all assets and resources
    employed or entrusted to him or her.

12. Comply with generally accepted accounting standards and practices, rules,
    regulations and controls.

13. Ensure that accounting entries are promptly and accurately recorded and
    properly documented and that no accounting entry intentionally distorts or
    disguises the true nature of any business transaction.

14. Maintain books and records that fairly and accurately reflect the Company's
    business transactions.

15. Sign only those documents that he or she believes to be accurate and
    truthful.

16. Devise, implement, and maintain sufficient internal controls to assure that
    financial record keeping objectives are met.

17. Prohibit the establishment of any undisclosed or unrecorded funds or assets
    for any purpose and provide for the proper and prompt recording of all
    disbursements of funds and all receipts.

18. Not knowingly be a party to any illegal activity or engage in acts that are
    discreditable to my profession or the Company.

19. Respect and contribute to the legitimate and ethical objects of the Company.

20. Engage in only those services for which he or she has the necessary
    knowledge, skill, and expertise.

21. Not make, or tolerate to be made, false or artificial statements or entries
    for any purpose in the books and records of the Company or in any internal or
    external correspondence, memoranda, or communication of any type, including
    telephone or wire communications.

22. Report to the Company, through the General Counsel, Chief Accounting
    Officer, or Audit Committee any situation where the Code of Ethics, the
    Company's standards, or the laws are being violated.

Those required to comply with this Code of Ethics understand that failure to
comply with this Code of Ethics will not be tolerated by the Company and that
deviations there from or violations thereof will result in serious consequences,
which may include, but may not be limited to, serious reprimand, dismissal or
other legal actions.

The parties subject to this Code of Ethics will acknowledge in writing that they
agree to comply with these requirements.