TSG Atlanta | Boston | New York, Laura White ***@***

Exhibit 10.16

TIMELY AND CONFIDENTIAL

Dr. R.S.K Chaganti, Chairman

Cancer Genetics, Inc.

Meadows Office Complex

201 Route 17 North, 2nd Floor

Rutherford, NJ 07070 USA

(201) 528-9200

Dear Dr. Chaganti,

I wanted to thank both you and your team for their time in Rutherford in August and the opportunity to get a more detailed overview of the latest developments at Cancer Genetics, Inc. Our discussions over the past several weeks have given the TSG team an appreciation of the clinical value and potential differentiation points of the latest DNA probes and microarrays being developed at CGI – in particular, the FHACT™ test for HPV-associated cancers, and MatBA™, CGI’s lymphoma microarray.

We believe TSG is uniquely positioned to support CGI with the actionable health economics models and strategic pricing and positioning guidance that will be needed to ensure a timely launch for the FHACT™ test this year, as well as the subsequent launch of the lymphoma chip, MatBA™. This letter can serve as a formal proposal between The Sharma Group, d/b/a TSG (“TSG”) and Cancer Genetics, Inc. (the “Company”). It describes the project streams that TSG can perform to support the initial launch and marketing of these two tests by the Company.

The primary objectives of our proposed engagement – which is scheduled for a 3 month period ending around December 17^th, 2010 will be to:

In order to provide timely and actionable insights in parallel with the Company’s timeline for new product launches, we suggest this process be broken into two distinct work modules, with regular on-site meetings and workshops to allow us to work closely with CGI’s core team in developing the health economic case as well as the associated deliverables. We have outlined our proposed process, timeline and suggested activities in detail on the following two pages.

TSG

Atlanta | Boston | New York,

Laura White – ***@***

Based on your team’s feedback to-date, we propose to focus our time specifically on the development of health economic models and supporting materials for the following CGI tests, with applications to the specific disease indications outlined below:

Our workplan below for this project has been grouped into two types of activities – those which we will complete for each disease indication (e.g., diffuse large B-cell lymphoma, HPV-associated anogenital cancer) and those which will occur on a per test basis.

For Each Disease Indication:

For Each Test:

TSG

Atlanta | Boston | New York,

Laura White – ***@***

We have outlined our expected timeline of activities for this project in the figure below.

Figure 1: Proposed Timeline & Workplan

This work would be conducted both at TSG’s Atlanta, GA offices and through multiple on-site meetings and workshops with CGI personnel at the Company’s facility in Rutherford, NJ. TSG will work closely the CGI core team and other personnel during four weeks of on-site support throughout the duration of this project. In particular, we suggest regular on-site workshops with the company’s sales and R&D team, as well as outreach to CGI’s Clinical Advisory Board, in order to leverage key clinical insights and expertise and help validate and stress-test the health economic model.

TSG closely monitors key players, technologies and market trends in diagnostics, and has built a knowledge database for the molecular oncology sector. We see both women’s health and cancer-specific diagnostics as fast-growing fields whose future trajectory is being fueled by a convergence of global drivers. In particular, the current workflow for cervical cancer diagnosis presents significant opportunity for CGI’s FHACT™ test to become the standard of care in reflux testing, as a follow-on to positive Pap smear or other HPV testing (see Figure 2, on the following page).

In conjunction with our history of successful mandates for CGI over the past 18 months, TSG’s unique sector expertise will allow us to quickly engage with the CGI team, identify and prioritize action items and provide the rapid, actionable insights, materials and health economic data which will be critical to supporting FHACT™ test’s launch this fall and the upcoming launch of the MatBA array.

TSG

Atlanta | Boston | New York,

Laura White – ***@***

Figure 2: FHACT™ Will Provide Unique Value To Cervical Cancer Diagnostic Workflows

TSG has developed several detailed models in the past 18 months which will allow us to synthesize validated market and healthcare data with immediately actionable relevance to this mandate. Our recent mandates in cytogenetics and oncology have included analyses of the mix of diagnostic technologies in clinical use today, a review of oncology-focused disease management business models, bottoms-up analysis of next-generation cancer microarray companies, and competitive analysis of leading players and recent transactions and partnership activity in molecular oncology and adjacent categories.

This engagement will be comprised of a cross functional team, with day to day management of the project from our Atlanta, GA office as well as on-site at CGI’s Rutherford, NJ facilities.

The team will be led by TSG senior analyst Laura White, with assistance from other key TSG associates as needed to provide support for other data needs as determined by the client and TSG team. We expect to be closely involved with the Company’s management, and other operating personnel throughout the course of the mandate.

TSG

Atlanta | Boston | New York,

Laura White – ***@***

As compensation for TSG’s services, the Company shall pay or cause to be paid to TSG as follows:

The Company agrees to indemnify and reimburse TSG and any controlling person, shareholder, affiliate, director, officer, employee or agent of TSG (collectively and individually, as the context requires, the “Agent”) against and for any losses, claims, damages, expenses or liabilities (“Loss”) to which Agent may become subject or which Agent may suffer or incur in connection with any matter arising out of this letter, except to the extent that any such Loss is finally judicially determined by a court of competent jurisdiction (“Determined”) to have resulted solely from Agent’s knowing breach of this letter or the gross negligence or willful misconduct of Agent in performing services which are the subject of this letter.

If, in connection with the services or matters that are the subject of this letter, Agent becomes involved in any capacity in any lawsuit, claim or other proceeding (“Action”) for which indemnity and reimbursement may be sought in accordance with this letter, the Company shall promptly reimburse Agent upon request for any and all legal or other expenses reasonably incurred by such Agent in connection with investigating, preparing to defend or defending such Action or exercising its rights to indemnification under this letter.

Agent agrees to notify the Company promptly of the assertion against it of any claim or the commencement of any action or proceeding related to the transactions and activities contemplated this letter. Agent’s failure to so notify the Company shall not relieve the Company from any obligation or liability that it would otherwise have except to the extent that it has been materially prejudiced by such failure.

The Company shall be entitled to participate in any Action and to assume the defense thereof; provided, however, that in the event that any such Action includes both Agent and the Company, and Agent reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to the Company, or if the Company fails to assume the defense of

TSG

Atlanta | Boston | New York,

Laura White – ***@***

the Action, in either case in a timely manner, then such Agent may employ separate counsel to represent or defend it in any such Action, and the Company will pay the reasonable fees and disbursements of such counsel; and provided, further that the Company will not be required to pay the fees and disbursements of more than one separate counsel for all such Agents (and one separate local counsel). In any Action, the defense of which the Company assumes, the Agent will have the right to participate in such litigation and to retain its own counsel at such Agent’s own expense.

All opinions and advice provided to the Company in connection with TSG’s engagement are intended solely for the benefit and use of the Company in connection with the matters described in this agreement, and accordingly such opinions or advice shall not be relied upon by any person or entity other than the Company. The Company and its management will not make any other use of any such opinions or advice.

All materials shared by the Company with TSG will be considered strictly confidential. In that respect, the Company will provide all the necessary documents to TSG for it to fully execute and complete the deliverables and outline, TSG adheres to the strictest confidentiality regulations in the advisory business, and no details of the mandate, strategy, or targets will be shared with non TSG personnel or advisors unless approved by the Company.

This letter may not be amended or modified except in writing signed by each of the parties hereto and shall be governed by and construed in accordance with the laws of the State of Delaware. This letter incorporates the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous agreements should they exist with respect thereto and shall be binding upon and inure to the benefit of the Company, TSG, the Agents, and their respective successors, assigns, heirs and personal representatives.

* * *

If the foregoing proposal correctly sets forth our agreement and meets with your approval, we will create a final version to be signed by both parties.

We look forward to working with you on this timely market assessment. If you should have any questions, please do not hesitate to contact us.

Best regards,

Laura K. White

Senior Analyst, TSG

Office: +1 ###-###-####

E-Fax: +1 ###-###-####

E-Mail: ***@***

TSG

Atlanta | Boston | New York,

Laura White – ***@***

THIS SIGNATURE BLOCK BELOW GOVERNS:

THE CONTRACT BY AND BETWEEN CGI AND TSG FOR WORK RELATING TO THE HEALTH ECONOMIC & PRICING / POSITIONING MODELS TO SUPPORT THE PRODUCT LAUNCHES BY CGI

Approved & Agreed To By:

TSG

Atlanta | Boston | New York,

Laura White – ***@***