AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT

This AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT (this “ Agreement ”) is entered into as of September 1, 2009 (the “ Execution Date ”), by and between CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation (“ Lab ”), CLARIENT, INC., a Delaware corporation (“ Clarient ”), and CLARIENT PATHOLOGY SERVICES, INC., a California professional corporation (“ Group ”).  Lab, Clarient and Group are sometimes referred to in this Agreement as a “ Party ” or, collectively, as the “ Parties .”

RECITALS

A.            Group is a professional corporation organized under the laws of the State of California, consisting of employees and contractors (collectively, “ Group Physicians ” and each, a “ Group Physician ”), each of whom is a physician duly licensed and qualified to practice medicine in the State of California.  Each Group Physician is board certified for the practice of medicine in the specialty of pathology (the “ Specialty ”).  Group provides medical services including, without limitation, the professional component of specialty pathology services and related activities.

B.            Lab is a clinical laboratory licensed under the Federal Clinical Laboratory Improvement Amendments of 1988 and by the State of California.  Clarient is the sole shareholder of Lab.

C.            Group and Lab are parties to a Professional Services Agreement, dated as of July 1, 2008 (the “ Original PSA ”), pursuant to which Group provides certain professional services to Lab, and Clarient and Group are parties to a Management Services Agreement, dated as of July 1, 2008 (the “ Original MSA ”), pursuant to which Manager provides certain administrative services to Group.

D.            Group, Clarient and Lab desire to amend and restate the Original PSA as set forth herein in order to, among other things, adjust the consideration payable to Group so that such consideration reflects the fair value of the professional services provided to Lab by Group and incorporate the provisions of the Original MSA relating to Clarient’s obligation to provide certain administrative services to Group.  Concurrently herewith, Clarient and Group are terminating the Original MSA.

AGREEMENT

THE PARTIES AGREE AS FOLLOWS:

ARTICLE I.

GROUP’S OBLIGATIONS TO LAB

1.1                                Professional Services .  Group shall provide the professional services set forth in Exhibit 1.1 (the “ Professional Services ”), upon the terms and subject to the conditions set forth in this Agreement.

1.2                                Additional Services .  Group shall provide to Lab those additional services set forth in Exhibit 1.2 (the “ Additional Services ”), upon the terms and subject to the conditions set forth in this Agreement.  The Professional Services and the Additional Services are sometimes referred to collectively in this Agreement as the “ Services .”

1.3                                Qualifications .  Each Group Physician shall be duly licensed and qualified to practice medicine in the State of California.  Each Group Physician shall be board certified in the Specialty.  A Group Physician shall, when applicable, initiate the process of becoming board certified no later than the date of this Agreement or the date on which the Group Physician joined Group, whichever is the later to occur.  The Group Physician shall actively and diligently pursue completion of this process throughout the term of this Agreement and exercise his or her best efforts to complete this process and become board certified at the earliest date reasonably possible.  Group hereby represents that all Group Physicians providing Professional Services as of the date of this Agreement are board certified.

1.4                                Staffing .  Group shall ensure staffing by such qualified Group Physicians as determined necessary by Group, in its sole reasonable discretion, to provide the Services.  The parties shall adjust the Professional Services Fee to reflect any changes in staffing levels of Group Physicians.  Group shall consider adjustments to staffing levels and/or staffing patterns, as requested by Lab from time to time, but the final authority with respect to all staffing levels and staffing patterns shall be made solely by Group in its reasonable discretion.

1.5                                Performance Standards .  Group and each Group Physician shall, as applicable

(a)                                   comply with all policies, rules and regulations of Lab to the extent that these do no interfere with the medical decision-making processes of Group and each Group Physician;

(b)                                  participate in continuing education as necessary to maintain licensure, professional competence and skills commensurate with the standards of the medical community and as otherwise required by the medical profession; and

(c)                                   comply with all applicable standards and recommendations of The Joint Commission or other applicable accreditation and regulatory bodies.

1.6                                Notification of Certain Events .  Group shall notify Lab in writing within twenty-four (24) hours after Group or any Group Physician is debarred, suspended, excluded or otherwise ineligible to participate in any federal or state health care program.

1.7                                Patient Reports .  Group shall prepare and deliver to Lab for safekeeping a complete report for each patient which complies both as to form and timeliness with the established requirements of Lab.  Group and Lab shall cooperate mutually in the completion of claim forms as may be required by insurance carriers or others responsible for reimbursement.

1.8                                Sole Authority to Provide the Services .  Notwithstanding any provisions of this Agreement to the contrary, Group and the Group Physicians, all of whom are licensed physicians, shall have the sole and exclusive authority and control over all aspects of the Services and any other medical or healthcare services that may be performed by Group and that are required by applicable laws or government regulations to be performed or made by a licensed physician.  Any delegation of authority to Clarient pursuant to this Agreement, or otherwise, that would require or permit Clarient to engage in the practice of medicine in any jurisdiction shall be prohibited and deemed ineffective, and Group and the Group Physicians shall have the sole authority with respect to such matters.  The Parties further acknowledge and agree that the terms of any payor agreements or other services agreements entered into by Lab or Clarient that affect the medical decision-making processes or the practice of medicine by Group or any Group Physicians shall be subject to the review and final

2

approval of Group.  Group shall be solely responsible for all staffing levels and/or staffing patterns of Group Physicians.

ARTICLE II.

LAB’S OBLIGATIONS

2.1                                Staff .  Lab shall, at its own expense, provide the services of licensed registered and vocational nurses, pathology technologists and other non-physician technicians and assistants necessary for the provision by Lab of its own technical component services and the cost-efficient operation of Lab.  Lab shall, after consultation with Group, have sole discretion with regard to selection and retention of these personnel who provide Lab’s technical component and to determine levels of staffing.  To the extent that allied health staff are required by Group to assist in the provision of Group’s professional medical services, Lab shall provide such staff at the direction of Group and Group shall have the authority set forth in Section 3.1(f) with respect to such staff. Control and direction of all personnel (whether Lab’s own personnel or Group’s personnel) for medical matters shall rest with Group.

2.2                                Support Services .  Lab shall, at its own expense, provide services such as heat, water, electricity, telephone, laundry, housekeeping, and other support services.

2.3                                Space .  Lab shall make available for the use of Group the space that is now or may be hereafter occupied by Lab.

2.4                                Equipment and Supplies .  Lab shall, at its own expense, provide all expendable and non-expendable equipment, drugs, supplies, furniture and fixtures as are necessary for the provision by Lab of its own technical component services and the cost-efficient operation of Lab.  This equipment shall meet all electrical, engineering, and other safety standards required by law and/or relevant Lab policies.  In addition, to the extent that equipment and supplies are required by Group to assist in the provision of Group’s professional medical services, Lab shall provide such equipment and supplies at the direction of Group and Group shall retain the right to select such equipment and supplies. Lab shall, at its own expense, keep and maintain all equipment in good order and repair and replace this equipment or any part of it which becomes worn out or is mutually determined to be obsolete.

ARTICLE III.

ADMINISTRATIVE SERVICES

3.1                                Clarient’s Obligations to Group .

(a)                                   Financial Management Services .  Clarient shall provide financial management services necessary and appropriate for Group’s operations, including accounting, bookkeeping, operation and capital budgeting, tax matters, accounts receivable and accounts payable processing, and electronic data processing.  All business records, papers and documents shall remain the sole property of Group, shall be available for inspection by Group at all reasonable times, and shall be delivered to Group upon any termination or expiration of this Agreement.  Clarient shall be entitled to retain a complete copy of all such documents upon any termination or expiration of this Agreement.

3

(b)                                  Contracting Services .  In consultation with Group, Clarient shall negotiate the terms and conditions of all business agreements, including all agreements with lenders, vendors and consultants, provided that Group shall retain the authority to execute all such business agreements.  Furthermore, any terms or provisions of business agreements that affect the medical decision-making processes or the practice of medicine by Group or any Group Physician shall be subject to the final approval of Group.

(c)                                   Day-to-Day Services .  Clarient shall furnish or obtain all telephones, paging devices, office services (including secretarial, duplication and facsimile services) and any other services of a similar nature reasonably necessary in connection with the day-to-day operations of Group after consultation with Group or as directed by Group.

(d)                                  Attorney-in-Fact .  Subject to Section 3.2(a), Group appoints Clarient (and any subcontractor designated by Clarient) as Group’s lawful attorney-in-fact for the following purposes (and shall execute the power of attorney attached as Exhibit  3.1(d) ):

(i)                                      Billing and Collections .  To collect all revenue from whatever source, including accounts receivable, due to Group hereunder (“ Collections ”), and to receive all Collections on Group’s behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, suits or proceedings pertaining to or arising out of Clarient’s or Group’s right to collect such accounts;

(ii)                                   Endorsement .  To take possession of and endorse in Group’s name any notes, checks, money orders, insurance payments and any other instruments received as Collections; and

(iii)                                Banking Powers .  To deposit all Collections directly into a bank account mutually selected by Clarient and Group.  Clarient (and any subcontractor designated by Clarient) shall have the right to make withdrawals from such account to pay all costs and expenses incurred in the operation of Group and to fulfill all other terms of this Agreement.

(e)                                   Supplies .  Clarient shall arrange for such non-medical supplies as may be reasonably necessary for the proper and efficient operation of the Lab to be delivered to Group, after consultation with Group.

(f)                                     Support Personnel .  Clarient shall, in consultation with Group, provide to Group the support services of such non-licensed personnel as may be reasonably required to support Group’s operations and to enable Group to carry out and perform the Professional Services (“ Support Personnel ”).

(i)                                      Hiring and Termination .  Clarient shall, after consultation with Group, hire and fire all Support Personnel.  Group shall consult with Clarient concerning Group’s recommendations on performance evaluations of Support Personnel.  While Group does not have the authority to terminate the employment of Support Personnel, Group shall have the right to reject as unsuitable any personnel furnished by Clarient at any time and from time-to-time during the term of this Agreement.  Such rejection shall be honored by Clarient subject to Group’s showing that said personnel are technically unsatisfactory for the job to which such personnel has been assigned by reason of lack of experience, ability or technical skill or by reason of personal incompatibility with other persons with whom the personnel are required to work.  Notwithstanding any of the statements in this Section 3.1(f)(i), Clarient shall have the right to terminate or hire Support Personnel for any reason it deems necessary.

4

(ii)                                   Compensation and Employee Benefits .  Clarient shall, in consultation with Group, determine and pay any compensation payable to such Support Personnel, including salaries, deferred compensation, fringe benefits, bonuses, health insurance, long-term disability and group life insurance, workers’ compensation insurance, unemployment insurance, retirement benefits and any other benefits that such Support Personnel may receive.  Clarient shall be responsible for all employee record keeping, payroll accounting (including social security and other payroll tax reporting), income tax withholding, social security and other payroll taxes, forms processing, payroll and Internal Revenue Service filings and records storage and retrieval on behalf of all Support Personnel.

(iii)                                Supervision and Training of Support Personnel .  Clarient shall, in consultation with Group, manage and supervise all Support Personnel and arrange for training of all Support Personnel.

(g)                                  Reports .  Clarient shall provide Group with financial statements relating to Group operations (“ Group Financial Statements ”) on a periodic basis, but at least annually.  Group shall, at its sole discretion and expense, have the right to conduct an independent audit of any Group Financial Statements, at Group’s expense.

(h)                                  Books and Records; Confidentiality .  All patient reports, financial records, corporate records, personnel files, written procedures and other such items relating to the business and activities of Group (“ Group Records ”) shall be the property of Group.  Upon any termination or expiration of this Agreement, Clarient shall, at Group’s request, transmit, at Group’s expense, all Group Records to Group or to any other party designated by Group.  Clarient shall have a right to copy all records prior to transmittal, at its expense, subject to applicable law.  With respect to patient reports, copying shall only be as applicable law requires or permits, or in connection with a malpractice action involving Clarient.  Clarient and Group shall comply with all applicable laws concerning the confidentiality of all Group Records.  Clarient and its employees shall keep confidential all statistical, financial, and personnel data relating to the business of Group and any Group Physicians except for any data that becomes publicly available, or any data to which the public has the legal right of access, or that may be rightfully obtained from third parties.

(i)                                      Insurance .  Clarient shall assist Group in obtaining malpractice insurance coverage, as set forth in Section 5.1, the cost of which shall be included in the professional services fee set forth in Section 4.1.

(j)                                      Clarient’s Right to Subcontract .  Clarient may subcontract with other persons or entities for any of the services that Clarient is required to perform under this Agreement.

(k)                                   Exclusive Authority .  Clarient shall have the exclusive authority to perform all of its duties set forth in this Agreement, subject to the final authority of Group where specified in this Agreement.

5

3.2                                Group’s Rights and Obligations .

(a)                                   Billing Matters .  The parties recognize that many patients, referring clinicians and third party payors require or request the submission of a single claim for the technical and professional component of pathology and laboratory services, which typically are billed under the same CPT code with the appropriate modifier(s).  To accommodate such requirements and requests, the parties believe that it is important to submit global claims for Group’s Professional Services and Lab’s technical component services.  Therefore, unless otherwise agreed upon by the parties, Group’s Professional Services will be billed on a global basis with Lab’s technical component services.  Notwithstanding the foregoing, Group shall have the right to approve the fees to be charged for its Professional Services and all price negotiations with third party payors for its Professional Services.

(b)                                  Assistance with Collections .  Group shall provide Clarient with complete and accurate charge slips, claims or encounter reports specifically identifying services rendered, service and diagnosis codes in a form and substance as indicated by Clarient from time-to-time.  Group shall assist Clarient, upon Clarient’s request, with all necessary steps for Clarient to manage and administer the financial aspects of the Group, including required assistance to complete Collections.

(c)                                   Group Governing Documents .  The following governing and operational documents  are defined as the “ Governing Documents ”:  Group’s articles of incorporation, bylaws and shareholders’ agreements.  Group shall consistently and uniformly utilize the Governing Documents in the conduct of its business and shall comply with and require performance of all of the provisions contained in the Governing Documents.  Group shall not revise, modify or terminate any of the Governing Documents, or enter into any new agreement or arrangement affecting the ownership or voting of Group’s equity securities or partnership interests (as applicable) without Clarient’s prior written approval.  Notwithstanding the foregoing, in no event shall Clarient’s approval be required for any hiring or termination of any physician or other professional personnel by Group, or any other issues related to medical decision-making processes or the practice of medicine by Group or any Group Physician.

ARTICLE IV.

COMPENSATION

4.1                                Professional Services Fee .  On or before the fifteenth (15th) business day of each calendar month during the term of this Agreement, Clarient shall pay Group a monthly fee equal to the aggregate of all estimated salary and benefit expenses and all other costs and expenses incurred by Group for the provision of Professional Services to Lab under this Agreement during the immediately preceding month, after presentment by Group to Lab of all available invoices or other documentation that set forth the amount, nature and purpose of such costs and expenses.

4.2                                Management Fee .  Clarient’s compensation for its management and administrative services under this Agreement shall be the difference between the actual collections received for the Professional Services and the Professional Services Fee paid to Group under Section 4.1 above.

4.3                                Catch-Up and Waiver .  To the extent that the actual payments to date under the Original PSA are less than should have been paid as determined pursuant to this Agreement (the “ Deficiency ”), (1) Clarient retroactively waives the right to any cost reimbursements previously requested from Group, and (2) if such waiver does not cover the entire Deficiency, Clarient will pay as soon as reasonably practical after computation of the Deficiency any remaining amount to Group.  Clarient hereby expressly waives and agrees not to enforce Group’s obligation to pay any consideration to Clarient pursuant to the terms of the Original MSA.

6

4.4                                Periodic Adjustments .  Group and Clarient shall review the compensation structure set forth herein no less frequently than quarterly and may agree in writing to modify such compensation structure from time to time.  Such review shall consider the scope of the operations and services provided pursuant to this Agreement at the time of the review, changes in the purchasing power of money and the expenses and risks to Group in performing its obligations under this Agreement.

4.5                                Right o