FIRST AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENT

Exhibit 10.28

FIRST AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENT

        This First Amendment to Amended and Restated Reimbursement and Indemnity Agreement (this " Amendment ") is entered into as of March 6, 2007, by and among CLARIENT, INC. , a Delaware corporation (" Clarient "), SAFEGUARD DELAWARE, INC., a Delaware corporation (" SDI ") and SAFEGUARD SCIENTIFICS (DELAWARE), INC. , a Delaware corporation (" SSI ", and together with SDI, " Safeguard ").

RECITALS

        Clarient and Safeguard are parties to that certain Amended and Restated Reimbursement and Indemnity Agreement, dated as of January 17, 2007 (the " Agreement "). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

•         1.     Section 1(d)(ii) of the Agreement is amended and restated to read in its entirety as follows:

  •         "(ii) incurring any other indebtedness (other than indebtedness under (x) Clarient's current loan and security agreements with General Electric Capital Corporation and (y) that certain Senior Subordinated Revolving Credit Agreement dated as of March 6, 2007, with SDI."

          2.     Section 1(e) of the Agreement is hereby deleted in its entirety.

          3.     Section 2(b)(iii) of the Agreement is hereby deleted in its entirety.

          4.