June 8, 2005 - ESCROW AGREEMENT - 8-K: Current report filing

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
June 6, 2005 by NEOGENOMICS, INC., a Nevada corporation (the "Company"); CORNELL
CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID
GONZALEZ, ESQ. (the "Escrow Agent").

BACKGROUND

WHEREAS, the Company and the Investor have entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of
the date hereof, pursuant to which the Investor will purchase the Company's
Common Stock, par value $0.001 per share (the "Common Stock"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement, for an aggregate price of up to Five Million Dollars
($5,000,000). The Standby Equity Distribution Agreement provides that on each
Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in a segregated escrow account to be held by Escrow Agent and the Company shall
deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the
Escrow Agent, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement to the Investor of the shares of
the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "Closing").

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
and the shares of the Company's Common Stock deposited with it in accordance
with the terms of this Agreement.

WHEREAS, in order to establish the escrow of funds and shares to effect the
provisions of the Standby Equity Distribution Agreement, the parties hereto have
entered into this Agreement.

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

1. Definitions. The following terms shall have the following meanings when
used herein:

a. "Escrow Funds" shall mean the Advance funds deposited with the
Escrow Agent pursuant to this Agreement.

b. "Joint Written Direction" shall mean a written direction executed
by the Investor and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.

c. "Common Stock Joint Written Direction" shall mean a written
direction executed by the Investor and the Company directing Investor's

Counsel to disburse all or a portion of the shares of the Company's Common
Stock or to refrain from taking any action pursuant to this Agreement.

2. Appointment of and Acceptance by Escrow Agent.

a. The Investor and the Company hereby appoint Escrow Agent to serve
as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment
and, upon receipt by wire transfer of the Escrow Funds in accordance with
Section 3 below, agrees to hold, invest and disburse the Escrow Funds in
accordance with this Agreement.

b. The Investor and the Company hereby appoint the Escrow Agent to
serve as the holder of the shares of the Company's Common Stock which shall
be purchased by the Investor. The Escrow Agent hereby accepts such
appointment and, upon receipt via D.W.A.C or the certificates representing
of the shares of the Company's Common Stock in accordance with Section 3
below, agrees to hold and disburse the shares of the Company's Common Stock
in accordance with this Agreement.

c. The Company hereby acknowledges that the Escrow Agent is general
counsel to the Investor, a partner in the general partner of the Investor
and counsel to the Investor in connection with the transactions
contemplated and referenced herein and will be acting as the escrow agent
for shares of the Company's Common Stock as outlined herein. The Company
agrees that in the event of any dispute arising in connection with this
Escrow Agreement or otherwise in connection with any transaction or
agreement contemplated and referenced herein, the Escrow Agent shall be
permitted to continue to represent the Investor and the Company will not
seek to disqualify such counsel.

3. Creation of Escrow Account/Common Stock Account.

a. On or prior to the date of this Agreement the Escrow Agent shall
establish an escrow account for the deposit of the Escrow Funds entitled as
follows: NeoGenomics, Inc./Cornell Capital Partners, LP. The Investor will
wire funds to the account of the Escrow Agent as follows:

Bank: Wachovia, N.A. of New Jersey
Routing #: 031201467
Account #: 2000014931134
Name on Account: David Gonzalez Attorney Trust Account
Name on Sub-Account: NeoGenomics, Inc./Cornell Capital Partners, LP Escrow
account

b. On or prior to the date of this Agreement the Escrow Agent shall
establish an account for the D.W.A.C. of the shares of Common Stock. Unless
physical share certificates are delivered to the Escrow Agent in accordance
with the Standby Equity Distribution Agreement, the Company will D.W.A.C.
shares of the Company's Common Stock to the account of the Escrow Agent as
follows:

Brokerage Firm: Sloan Securities Corp.
Clearing House: Fiserv
Account #: 56887298
DTC #: 0632
Name on Account: David Gonzalez Escrow Account

4. Deposits into the Escrow Account. The Investor agrees that it shall
promptly deliver all monies for the payment of the Common Stock to the Escrow
Agent for deposit in the Escrow Account.

5. Disbursements from the Escrow Account.

a. At such time as Escrow Agent has collected and deposited
instruments of payment in the total amount of the Advance and has received
such Common Stock via physical certificates or via D.W.A.C from the Company
which are to be issued to the Investor pursuant to the Standby Equity
Distribution Agreement, the Escrow Agent shall notify the Company and the
Investor. The Escrow Agent will continue to hold such funds until the
Investor and Company execute and deliver a Joint Written Direction
directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written Direction at which time the Escrow Agent shall wire the Escrow
Funds to the Company. In disbursing such funds, Escrow Agent is authorized
to rely upon such Joint Written Direction from Company and may accept any
signatory from the Company listed on the signature page to this Agreement
and any signature from the Investor that Escrow Agent already has on file.
Simultaneous with delivery of the executed Joint Written Direction to the
Escrow Agent the Investor and Company shall execute and deliver a Common
Stock Joint Written Direction to the Escrow Agent directing the Escrow
Agent to release via D.W.A.C to the Investor the shares of the Company's
Common Stock. In releasing such shares of Common Stock the Escrow Agent is
authorized to rely upon such Common Stock Joint Written Direction from
Company and may accept any signatory from the Company listed on the
signature page to this Agreement and any signature from the Escrow Agent
has on file.

In the event the Escrow Agent does not receive the amount of the Advance
from the Investor or the shares of Common Stock to be purchased by the Investor
from the Company, the Escrow Agent shall notify the Company and the Investor.

In the event that the Escrow Agent has not received the Common Stock to be
purchased by the Investor from the Company, in no event will the Escrow Funds be
released to the Company until such shares are received by the Escrow Agreement.
For purposes of this Agreement, the term "Common Stock certificates" shall mean
Common Stock certificates to be purchased pursuant to the respective Advance
Notice pursuant to the Standby Equity Distribution Agreement.

6. Deposit of Funds. The Escrow Agent is hereby authorized to deposit the
wire transfer proceeds in the Escrow Account.

7. Suspension of Performance: Disbursement Into Court.

a. Escrow Agent. If at any time, there shall exist any dispute between
the Company and the Investor with respect to holding or disposition of any
portion of the Escrow Funds or the Common Stock or any other obligations of
Escrow Agent hereunder, or if at any time Escrow Agent is unable to
determine, to Escrow Agent's sole satisfaction, the proper disposition of
any portion of the Escrow Funds or Escrow Agent's proper actions with
respect to its obligations hereunder, or if the parties have not within
thirty (30) days of the furnishing by Escrow Agent of a notice of
resignation pursuant to Section 9 hereof, appointed a successor Escrow
Agent to act hereunder, then Escrow Agent may, in its sole discretion, take
either or both of the following actions:

i. Suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Escrow
Agreement until such dispute or uncertainty shall be resolved to the
sole satisfaction of Escrow Agent or until a successor Escrow Agent
shall be appointed (as the case may be); provided however, Escrow
Agent shall continue to invest the Escrow Funds in accordance with
Section 8 hereof; and/or

ii. Petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue
convenient to Escrow Agent, for instructions with respect to such
dispute or uncertainty, and to the extent required by law, pay into
such court, for holding and disposition in accordance with the
instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by,
or expected to be incurred by Escrow Agent in connection with
performance of its duties and the exercise of its rights hereunder.

b. Escrow Agent shall have no liability to the Company, the Investor,
or any person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a
result of any delay in the disbursement of funds held in the Escrow Funds
or any delay in with respect to any other action required or requested of
Escrow Agent.

8. Investment of Escrow Funds. The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

If Escrow Agent has not received a Joint Written Direction at any time that
an investment decision must be made, Escrow Agent may retain the Escrow Fund, or
such portion thereof, as to which no Joint Written Direction has been received,
in a non-interest bearing money market account.

9. Resignation and Removal of Escrow Agent. Escrow Agent may resign from
the performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to

Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Investor and the Company identified in
Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow
Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
$10,000,000.00. Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

10. Liability of Escrow Agent.

a. Escrow Agent shall have no liability or obligation with respect to
the Escrow Funds except for Escrow Agent's willful misconduct or gross
negligence. Escrow Agent's sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Funds in accordance
with the terms of this Agreement. Escrow Agent shall have no implied duties
or obligations and shall not be charged with knowledge or notice or any
fact or circumstance not specifically set forth herein. Escrow Agent may
rely upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained therein, which Escrow Agent shall in good faith believe to be
genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this
Agreement. In no event shall Escrow Agent be liable for incidental,
indirect, special, and consequential or punitive damages. Escrow Agent
shall not be obligated to take any legal action or commence any proceeding
in connection with the Escrow Funds, any account in which Escrow Funds are
deposited, this Agreement or the Standby Equity Distribution Agreement, or
to appear in, prosecute or defend any such legal action or proceeding.
Escrow Agent may consult legal counsel selected by it in the event of any
dispute or question as to construction of any of the provisions hereof or
of any other agreement or its duties hereunder, or relating to any dispute
involving any party hereto, and shall incur no liability and shall be fully
indemnified from any liability whatsoever in acting in accordance with the
opinion or instructions of such counsel. The Company and the Investor
jointly and severally shall promptly pay, upon demand, the reasonable fees
and expenses of any such counsel and Escrow Agent is hereby authorized to
pay such fees and expenses from funds held in escrow.

b. The Escrow Agent is hereby authorized, in its sole discretion, to
comply with orders issued or process entered by any court with respect to
the Escrow Funds, without determination by the Escrow Agent of such court's
jurisdiction in the matter. If any portion of the Escrow Funds is at any

time attached, garnished or levied upon under any court order, or in case
the payment, assignment, transfer, conveyance or delivery of any such
property shall be stayed or enjoined by any court order, or in any case any
order judgment or decree shall be made or entered by any court affecting
such property or any part thereof, then and in any such event, the Escrow
Agent is authorized, in its sole discretion, to rely upon and comply with
any such order, writ judgment or decree which it is advised by legal
counsel selected by it, binding upon it, without the need for appeal or
other action; and if the Escrow Agent complies with any such order, writ,
judgment or decree, it shall not be liable to any of the parties hereto or
to any other person or entity by reason of such compliance even though such
order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.

11. Indemnification of Escrow Agent. From and at all times after the date
of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any
and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or
asserted against any of the Indemnified Parties from and after the date hereof,
whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including
any inquiry or investigation) by any person, including without limitation the
parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such Indemnified Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party. If any such action or claim shall be
brought or asserted against any Indemnified Party, such Indemnified Party shall
promptly notify the Company and the Investor hereunder in writing, and the
Investor(s) and the Company shall assume the defense thereof, including the
employment of counsel and the payment of all expenses. Such Indemnified Party
shall, in its sole discretion, have the right to employ separate counsel (who
may be selected by such Indemnified Party in its sole discretion) in any such
action and to participate and to participate in the defense thereof, and the
fees and expenses of such counsel shall be paid by such Indemnified Party,
except that the Investor and/or the Company shall be required to pay such fees
and expense if (a) the Investor or the Company agree to pay such fees and
expenses, or (b) the Investor and/or the Company shall fail to assume the
defense of such action or proceeding or shall fail, in the sole discretion of
such Indemnified Party, to employ counsel reasonably satisfactory to the

Indemnified Party in any such action or proceeding, (c) the Investor and the
Company are the plaintiff in any such action or proceeding or (d) the named or
potential parties to any such action or proceeding (including any potentially
impleaded parties) include both Indemnified Party the Company and/or the
Investor and Indemnified Party shall have been advised by counsel that there may
be one or more legal defenses available to it which are different from or
additional to those available to the Company or the Investor. The Investor and
the Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.

12. Warranties.

a. The Investor makes the following representations and warranties to
the Escrow Agent:

i. The Investor has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.

ii. This Agreement has been duly approved by all necessary action
of the Investor, including any necessary approval of the limited
partner of the Investor, has been executed by duly authorized officers
of the Investor's general partner, enforceable in accordance with its
terms.

iii. The execution, delivery, and performance of the Investor of
this Agreement will not violate, conflict with, or cause a default
under the agreement of limited partnership of the Investor, any
applicable law or regulation, any court order or administrative ruling
or degree to which the Investor is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding
arrangement.

iv. Mark A. Angelo has been duly appointed to act as the
representative of Investor hereunder and has full power and authority
to execute, deliver, and perform this Agreement, to execute and
deliver any Joint Written Direction, to amend, modify, or waive any
provision of this Agreement, and to take any and all other actions as
the Investor's representative under this Agreement, all without
further consent or direction form, or notice to, the Investor or any
other party.

v. No party other than the parties hereto have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part
thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the Escrow Funds or any
part thereof.

vi. All of the representations and warranties of the Investor
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Escrow
Funds.

b. The Company makes the following representations and warranties to
Escrow Agent and the Investor:

i. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada, and has
full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

ii. This Agreement has been duly approved by all necessary
corporate action of the Company, including any necessary shareholder
approval, has been executed by duly authorized officers of the
Company, enforceable in accordance with its terms.

iii. The execution, delivery, and performance by the Company of
this Escrow Agreement is in accordance with the Standby Equity
Distribution Agreement and will not violate, conflict with, or cause a
default under the articles of incorporation or bylaws of the Company,
any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its
property is subject, or any agreement, contract, indenture, or other
binding arrangement.

iv. Robert P. Gasparini has been duly appointed to act as the
representative of the Company hereunder and has full power and
authority to execute, deliver, and perform this Agreement, to execute
and deliver any Joint Written Direction, to amend, modify or waive any
provision of this Agreement and to take all other actions as the
Company's Representative under this Agreement, all without further
consent or direction from, or notice to, the Company or any other
party.

v. No party other than the parties hereto shall have, any lien,
claim or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in
any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part
thereof.

vi. All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Escrow
Funds.

13. Consent to Jurisdiction and Venue. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.

14. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivery to any overnight courier, or when transmitted by facsimile transmission
and addressed to the party to be notified as follows:

If to Investor, to: Cornell Capital Partners, LP
101 Hudson Street - Suite 3700
Jersey City, New Jersey 07302
Attention: Mark Angelo
Facsimile: (201) 985-8266

If to Escrow Agent, to: David Gonzalez, Esq.
101 Hudson Street - Suite 3700
Jersey City, NJ 07302
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

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

With a copy to: Kirkpatrick & Lockhart Nicholson Graham LLP
201 S. Biscayne Blvd. - Suite 2000
Miami, Florida 33131
Attention: Clayton E. Parker, Esq.
Telephone: (305) 539-3306
Facsimile: (305) 358-7095

Or to such other address as each party may designate for itself by like
notice.

15. Amendments or Waiver. This Agreement may be changed, waived, discharged
or terminated only by a writing signed by the parties of the Escrow Agent. No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver. A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

16. Severability. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

17. Governing Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.

18. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

19. Binding Effect. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor, the Company, or
the Escrow Agent.

20. Execution of Counterparts. This Agreement and any Joint Written
Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.

21. Termination. Upon the first to occur of the termination of the Standby
Equity Distribution Agreement dated the date hereof or the disbursement of all
amounts in the Escrow Funds and Common Stock into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds or Common Stock.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.

NEOGENOMICS, INC.

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

CORNELL CAPITAL PARTNERS, LP

By: Yorkville Advisors, LLC
Its: General Partner

By:/s/ Mark A. Angelo
Name: Mark A. Angelo
Title: Portfolio Manager

By:/s/ David Gonzalez
Name: David Gonzalez, Esq.

Form: 8-K

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