Exhibit 10.2

FIRST AMENDMENT AND WAIVER
TO AMENDED AND RESTATED LOAN AGREEMENT

This First Amendment and Waiver to Amended and Restated Loan Agreement is entered into as of March 14, 2008 (the “Amendment”) by and between COMERICA BANK (“Bank”) and CLARIENT, INC. (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Amended and Restated Loan Agreement dated as of February 28, 2008 (the “Agreement”).  Borrower proposes  to incur additional indebtedness (the “Additional Debt”) pursuant to an Amended and Restated Senior Subordinated Revolving Credit Agreement dated as of March 14, 2008 between Safeguard Delaware, Inc. (“Safeguard Delaware”) and Borrower (the “Safeguard Senior Credit Agreement”).  Borrower has requested that Bank consent to the incurrence and repayment of the Additional Debt, and Bank has agreed to do so in accordance with this Consent.  Additionally, the parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.              Effective upon Bank’s receipt of an Affirmation and Amendment of Subordination Agreement from Safeguard Delaware in substantially the form attached (the “Subordination Agreement Amendment”) and compliance by Borrower with the terms of this Amendment, Bank consents to Borrower’s entering into the Safeguard Senior Credit Agreement and the incurrence of indebtedness pursuant thereto and waives any default or event of default under the Agreement resulting from Borrower’s entry into the Safeguard Senior Credit Agreement.  Bank consents to the repayment of the Additional Debt to the extent permitted under the Subordination Agreement Amendment.

2.              Bank hereby waives Borrower’s failure to comply with Section 6.8 (Net Worth covenant) of the Agreement as amended herein for the period ended December 31, 2007.  Bank does not waive Borrower’s obligations under such Sections for any period after December 31, 2007, and Bank does not waive any other failure by Borrower to perform its Obligations under the Loan Documents.  This waiver is not a continuing w