**Exhibit 10.2**AMENDED AND RESTATED EMPLOYMENT AGREEMENTTHIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“**Agreement**”) is made and entered into as ofJune 7, 2006, originally effective as of August 1, 2005,and amended, effective on January 25, 2007, by and between Clearant, Inc., a Delaware corporation(“**Employer**”), and Jon M. Garfield, an individual (“**Employee**”).RECITALSA. WHEREAS, Employee has experience and expertise applicable to employment with Employer toperform as the Chief Financial Officer of Employer, Employer has agreed to employ Employee andEmployee has agreed to enter into such employment, on the terms set forth in this Agreement.B. WHEREAS, Employee acknowledges that this Agreement is necessary for the protection ofEmployer’s investment in its business, good will, products, methods of operation, information, andrelationships with its customers and other employees.C. WHEREAS, Employer acknowledges that Employee desires definition of his compensation andbenefits, and other terms of his employment.D. WHEREAS,following the resignation of Alain Delongchamp, the Board ofDirectors appointed Employee to the additional role of ChiefExecutive Officer on January 25, 2007.NOW, THEREFORE, in consideration thereof and of the covenants and conditions contained herein,the parties agree as follows:AGREEMENT1. TERM OF AGREEMENT1.1 Initial Term. The initial term of this Agreement shall begin August 1, 2005(“**Commencement Date**”) and shall continue until the earlier of: (a) the date on which it isterminated pursuant to Section 5; or (b) two (2) years following the date of executionhereof (“**Initial Term**”). At any time up to six (6) months prior to the expiration of the InitialTerm, Employer shall have the option to extend the total term ofemployment (“**Term**”) to up to three(3) years from the Commencement Date. Thereafter, the Term may be extended for additional two (2)year periods upon the mutual agreement of the parties.2. EMPLOYMENT2.1 Employment of Employee. Employer agrees to employ Employee to render services onthe terms set forth herein. Employee hereby accepts such employment on the terms and conditions ofthis Agreement.2.2 Position and Duties.Employee shall serve as the Chief Financial Officer of Employer, reporting to the ChiefExecutive Officer (“CEO”) of Employer, and shall have the general powers and dutiesof management usually vested in that office in a corporation and such other powers and dutiesas may be prescribed from time to time by the CEO and the Board of Directors of Employer.After January 25, 2007, Employee shall also serve as ChiefExecutive Officer (“CEO”) of Employer, reporting to the Company’s Board ofDirectors and shall have the general powers and duties of management usually vested inthat office in a corporation and such other powers and duties as may be prescribedfrom time to time by the Board of Directors of Employer.
 
 

 
2.3 Standard of Performance. Employee agrees that he will at all times faithfully andindustriously and to the best of his ability, experience and talents perform all of the duties thatmay be required of and from him pursuant to the terms of this Agreement. Such duties shall beperformed at such place or places as the interests, needs, business and opportunities of Employershall require or render advisable.2.4 Exclusive Service. Employee shall devote all of his business energies andabilities and all of his productive time to the performance of his duties under this Agreement(reasonable absences during holidays and vacations excepted), and shall not, without the priorwritten consent of Employer, render to others any business service of any kind (whether or not forcompensation) that, in the opinion of Employer, would materially interfere with the performance ofhis duties under this Agreement.Employee shall not, without the prior written consent of Employer, maintain any affiliationwith, whether as an agent, consultant, employee, officer, director, trustee or otherwise, nor shallhe directly or indirectly render any services of an advisory nature or otherwise to, or participateor engage in, any other business activity.3. COMPENSATION3.1 Compensation. During the term of this Agreement, Employer shall pay the amountsand provide the benefits described in this Section 3, and Employee agrees to accept suchamounts and benefits in full payment for Employee’s services under this Agreement.3.2 Base Salary. Employer shall pay to Employee a base salary of $240,000.00 annuallyin equal semi-monthly installments, less applicable taxes. At Employer’s sole discretion,Employee’s base salary may be increased annually in accordance with standard Employer procedures inreviewing employee performance and increasing compensation as appropriate. An annual increase willbe targeted at a minimum increase of the Consumer Price Index for Los Angeles, California (or areasonable proxy thereof). Employee’s base salary shall beincreased to $280,000 annually, paid as described above, upon theclosing and funding of Employer’s next financing round.3.3 Discretionary Bonus. Except as described in Subsection 3.4 below,Employee is eligible to receive an annual bonus in the sole discretion of Employer. Thisdiscretionary bonus will be targeted at up to one hundred percent (100%) of Employee’s basesalary based on achieving certain key individual and company goals, milestones, profitability andperformance. These goals and milestone will be established by mutual agreement of Employee andEmployer each year.3.4 Equity Incentive Plan.(a) Employee shall be granted options to purchase 750,000 shares of Employer’s common stock(“**Common Stock**”), at fair market value as of the date of the grant, as follows: 25,000 shares onJanuary 27, 2006, and 25,000 shares on April 14, 2006, vesting one-third (33.3%) on each of thefirst, second and third anniversaries of the grant dates; 200,000 shares on August 31, 2005, and500,000 shares on May 1, 2006, vesting one-fourth (25%) on each of the first, second, third and fourth anniversaries of the grant dates.Employee may be eligible for additional options in Employer’s sole discretion, based uponextraordinary performance in meeting goals and milestones as specified by Employer or theCompensation Committee of its Board of Directors at the beginning of each year.
 
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(b) If the Initial Term is not extended by at least two (2) years from the Commencement Date,one hundred percent (100%) of Employee’s unvested stock options will vest immediately at the end ofthe Initial Term. Except as otherwise set forth herein, vesting of options will cease upon thetermination of Employee’s employment with Employer. The options will be governed in accordancewith Employer’s 2005 Stock Award Plan.3.5 Fringe Benefits. Subject to Subsection 3.7 and upon satisfaction of theapplicable eligibility requirements, Employee shall be provided with group medical and dentalinsurance and group dental coverage through Employer’s plans. Medical and dental benefits willcommence on the first day of the month following the Commencement Date. Employer will pay for$360,000.00 of term life insurance for the benefit of Employee, subject to the standard physicalexamination if required by the issuing insurance company. In addition, Employee will be providedwith accidental death and disability and long-term disability insurance and membership and monthlydues for Sports Club LA (or a reasonable equivalent if Employer’s offices are relocated). Employeeis also eligible to participate in Employer’s 401K plan beginning on the first day of the monthfollowing the Commencement Date.3.6 Paid Time Off. Employee shall accrue, on a daily basis, a total of four (4)workweeks of paid time off (PTO) per year following the date of this Agreement, provided, however,that Employee’s accrued and unused PTO may not exceed a total of six (6) workweeks. Thereafter,Employee will not continue to accrue PTO benefits until he has used enough PTO time to fall belowthis maximum amount. Any accrued but unused vacation will be paid to Employee, on a pro rata basis,at the time that his employment is terminated.3.7 Deduction from Compensation. Employer shall deduct and withhold from allcompensation payable to Employee all amounts required to be deducted or withheld pursuant to anypresent or future law, ordinance, regulation, order, writ, judgment, or decree requiring suchdeduction and withholding.4. REIMBURSEMENT OF EXPENSES4.1 Travel and Other Expenses. Employer shall pay to or reimburse Employee for thosetravel, promotional and similar expenditures incurred by Employee which Employer determines arereasonably necessary for the proper discharge of Employee’s duties under this Agreement and forwhich Employee submits appropriate receipts and indicates the amount, date, location and businesscharacter in a timely manner.4.2 Liability Insurance. Employer shall provide Employee with officers and directors’insurance, or other liability insurance, consistent with its usual business practices, to coverEmployee against all insurable events related to his employment with Employer.
 
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4.3 Indemnification. Promptly upon written request from Employee, Employer shallindemnify Employee, to the fullest extent under applicable law, for all judgements, fines,settlements, losses, costs or expenses (including attorney’s fees), arising out of Employee’sactivities as an agent, employee, officer or director of Employer, or in any other capacity onbehalf of or at the request of Employer. Such agreement by Employer shall not be deemed to impairany other obligation of Employer respecting indemnification of Employee otherwise arising out ofthis or any other agreement or promise of Employer or under any statute.4.4 Relocation. Employee shall relocate to Southern California upon request of theBoard and after given reasonable notice, not to be less than 90 days. Upon execution, Employershall make a one time payment of $100,000 to Employee as a non-accountable reimbursement.5. TERMINATION5.1 Termination by Employer With Good Cause or Resignation by Employee. Employer mayterminate Employee’s employment at any time, without notice, for Good Cause. If Employer shouldterminate Employee’s employment with Good Cause, or if Employee resigns, Employer shall payEmployee his salary prorated through the date of termination, at the rate in effect at the timenotice of termination is given, together with any benefits accrued through the date of termination.Employer shall have no further obligations to pay any compensation or any other benefits toEmployee under this Agreement or any other agreement, and all unvested options will terminate.5.2 Good Cause. For purposes of this Agreement, a termination shall be for “**GoodCause**” if Employee, in the subjective, good faith opinion of Employer, shall:(a) commit an act of fraud, misappropriation of funds or embezzlement in connection with hisduties;(b) commit an act, or fail to commit an act, that amounts to willful misconduct, wantonmisconduct or gross negligence;(c) breach Employee’s fiduciary duty to Employer, including, but not limited to, acts ofself-dealing (whether or not for personal profit);(d) engage in insobriety or other substance abuse during work activities, including any use ofillegal drugs;(e) be convicted of, or enter a plea of guilty or no contest to, a felony under state orfederal law;(f) following written notice and reasonable opportunity to cure:(1) engage in any activity that is in conflict with Employee’s employment including, but notlimited to, actions inconsistent with Employer’s corporate and business objectives;
 
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(2) fail to substantially perform the responsibilities and duties specified herein (other thanany such failure resulting from Employee’s incapacity due to physical or mental illness); or(3) materially breach this Agreement.5.3 Termination by Employer Without Good Cause. If Employer terminates Employee’semployment without Good Cause, Employer shall pay Employee his salary prorated through the date oftermination, at the rate in effect at the time notice of termination is given, together with anybenefits accrued through the date of termination. Employer shall also pay Employee in a lump sum anamount equal to Employee’s base salary (at the rate in effect at the time of termination) throughthe end of the Term. In addition, one hundred percent (100%) of Employee’s unvested stock optionswill vest immediately. The term for continued medical benefits shall be consistent with theseverance terms outlined above provided that coverage will terminate sooner if Employee becomescovered under another job’s plan. To be eligible for this payment, Employee must execute a FullGeneral Release Agreement (“**Release**”). Employer shall have no further obligations to Employeeunder this Agreement.5.4 Change in Control. If Employee’s position or duties as set forth inSubsection 2.2, or those duties in effect at the time of termination if the Employee hasbeen promoted are materially reduced or Employee’s employment is terminated, without Good Cause,during the first eighteen (18) months following a Change in Control, Employee shall be entitled toreceive a lump sum in an amount equal to: (i) one and one-half years of salary (at the rate ineffect at the time of termination); and (ii) one and one-half times the Employee’s full targetedbonus for that year. In addition, all of Employees unvested options shall vest immediately and theterm for continued medical benefits shall be consistent with the severance term outlined aboveprovided that coverage will terminate sooner if Employee becomes covered under another job’s plan.To be eligible for this payment, Employee must execute a Release. Employer shall have no furtherobligations to Employee under this Agreement. A “**Change in Control**” means (a) any “person” (asused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “**ExchangeAct**”)), other than a trustee or other fiduciary holding under an employee benefit plan, becomes the“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities representingmore than half (50%) of (i) the outstanding shares of common stock of the Company or (ii) thecombined voting power of the Company’s then outstanding securities; (b) the Company is party to amerger or consolidation which results in the voting securities of the Company outstandingimmediately prior thereto failing to continue to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving or another entity) at least half (50%) ofthe combined voting power of the voting securities of the Company or such surviving or other entityoutstanding immediately after such merger or consolidation; (c) the sale or disposition of all orsubstantially all of the Company’s assets (or consummation of any transaction having similareffect); (d) the dissolution or liquidation of the Company; or (e) the composition of the Board ofDirectors changes during any period of thirty-six (36) months such that individuals who at thebeginning of the period were members of the Board of Directors (the “**Continuing Directors**”) ceasefor any reason to constitute a majority thereof
 
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5.5 Death or Disability. To the extent consistent with federal and state law,Employee’s employment, salary, and accrual of commissions shall terminate on his death ordisability. “**Disability**” means any health condition, physical or mental, or other cause beyondEmployee’s control, that prevents him from performing his duties, even after reasonableaccommodation is made by Employer, for a period of one hundred eighty (180) consecutive days withinany three hundred sixty (360) day period. In the event of termination due to death or Disability,Employer shall pay Employee (or his legal representative) his salary prorated through the date oftermination, at the rate in effect at the time of termination, together with any benefits accruedthrough the date of termination. Employer shall have no further obligations to Employee (or hislegal representative) under this Agreement.5.6 Return of Employer Property. Within five (5) days after the Termination Date,Employee shall return to Employer all products, books, records, forms, specifications, formulae,data processes, designs, papers and writings relating to the business of Employer including withoutlimitation proprietary or licensed computer programs, customer lists and customer data, and/orcopies or duplicates thereof in Employee’s possession or under Employee’s control. Employee shallnot retain any copies or duplicates of such property and all licenses granted to him by Employer touse computer programs or software shall be revoked on the Termination Date.6. DUTY OF LOYALTY6.1 During the term of this Agreement, Employee shall not, without the prior written consentof Employer, directly or indirectly render services of a business, professional, or commercialnature to any person or firm, whether for compensation or otherwise, or engage in any activitydirectly or indirectly competitive with or adverse to the business or welfare of Employer, whetheralone, as a partner, or as an officer, director, employee, consultant, or holder of more than onepercent (1%) of the capital stock of any other corporation. Otherwise, Employee may make personalinvestments in any other business so long as these investments do not require him to participate inthe operation of the companies in which he invests.7. CONFIDENTIAL INFORMATION7.1 Trade Secrets of Employer. Employee, during the term of this Agreement, willdevelop, have access to and become acquainted with various trade secrets which are owned byEmployer and/or its affiliates and which are regularly used in the operation of the businesses ofsuch entities. Employee shall not disclose such trade secrets, directly or indirectly, or use themin any way, either during the term of this Agreement or at any time thereafter, except as requiredin the course of his employment by Employer. All files, contracts, manuals, reports, letters,forms, documents, notes, notebooks, lists, records, documents, customer lists, vendor lists,purchase information, designs, computer programs and similar items and information, relating to thebusinesses of such entities, whether prepared by Employee or otherwise and whether now existing orprepared at a future time, coming into his possession shall remain the exclusive property of suchentities, and shall not be removed for purposes other than work-related from the premises where thework of Employer is conducted, except with the prior written authorization by Employer.
 
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7.2 Confidential Data of Customers of Employer. Employee, in the course of hisduties, will have access to and become acquainted with financial, accounting, statistical andpersonal data of customers of Employer and of their affiliates. All such data is confidential andshall not be disclosed, directly or indirectly, or used by Employee in any way, either during theterm of this Agreement (except as required in the course of employment by Employer) or at any timeprior to such information being in the public domain by no fault of Employee.7.3 Continuing Effect. The provisions of this Section 7 shall remain ineffect after the Termination Date.8. NO SOLICITATION8.1 No Solicitation of Employees. Employee agrees that he will not, during hisemployment with Employer, and for two (2) years thereafter, encourage or solicit any other employeeof Employer to terminate his or her employment for any reason, nor will he assist others to do so.8.2 No Solicitation of Customer. Employee agrees that he will not, during hisemployment with Employer, and for one (1) year thereafter, directly or indirectly call on, orotherwise solicit, competing business from any actual customer or potential customer known byEmployee to be targeted by Employer, nor will he assist others in doing so.9. INTELLECTUAL PROPERTIES.To the extent permissible under applicable law, all intellectual properties made or conceivedby Employee during the term of this employment by Employer shall be the right and property solelyof Employer, whether developed independently by Employee or jointly with others. The Employee willsign the Employer’s Employee Innovation, Proprietary Information and Confidentiality Agreementprior to or on the Commencement Date.10. OTHER PROVISIONS10.1 Compliance With Other Agreements. Employee represents and warrants to Employerthat, to his knowledge and belief, the execution, delivery and performance of this Agreement willnot conflict with or result in the violation or breach of any term or provision of any order,judgment, injunction, contract, agreement, commitment or other arrangement to which Employee is aparty or by which he is bound. Should claims, demands, causes of action, costs or expenses(including attorneys’ fees) arise from any alleged breach of employment contract as a result ofaccepting employment with Employer, Employer will indemnify Employee for reasonable legal fees,provided that Employee did not knowingly or willfully breach such employment agreement, and is notfound by a court, jury or arbitrator to have breached such employment agreement.10.2 Injunctive Relief. Employee acknowledges that the services to be rendered underthis Agreement and the items described in Sections 6, 7, 8 and 9 are of a special, uniqueand extraordinary character, that it would be difficult or impossible to replace such services orto compensate Employer in money damages for a breach of this Agreement.
 
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Accordingly, Employee agrees and consents that if he violates any of the provisions of thisAgreement, Employer, in addition to any other rights and remedies available under this Agreement orotherwise, shall be entitled to temporary and permanent injunctive relief, without the necessity ofproving actual damages in connection therewith.10.3 Attorneys’ Fees. The prevailing party in any suit or other proceeding brought toenforce, interpret or apply any provisions of this Agreement, shall be entitled to recover allcosts and expenses of the proceeding and investigation (not limited to court costs), including allattorneys’ fees.10.4 Counsel. The parties acknowledge and represent that, prior to the execution ofthis Agreement, they have had an opportunity to consult with their respective counsel concerningthe terms and conditions set forth herein. Additionally, Employee represents that he has had anopportunity to receive independent legal advice concerning the taxability of any considerationreceived under this Agreement. Employee has not relied upon any advice from Employer and/or itsattorneys with respect to the taxability of any consideration received under this Agreement.Employee further acknowledges that Employer has not made any representations to him with respect totax issues.10.5 Nondelegable Duties. This is a contract for Employee’s personal services. Theduties of Employee under this Agreement are personal and may not be delegated or transferred in anymanner whatsoever, and shall not be subject to involuntary alienation, assignment or transfer byEmployee during his life.10.6 Governing Law. The validity, construction and performance of this Agreementshall be governed by the laws, without regard to the laws as to choice or conflict of laws, of theState of California.10.7 Venue. If any dispute arises regarding the application, interpretation orenforcement of any provision of this Agreement, including fraud in the inducement, such disputeshall be resolved either in federal or state court in Los Angeles County, California.10.8 Arbitration. Any disputes, controversies or claims arising out of or relating tothis Agreement shall be resolved by binding arbitration before a retired judge at JAMS in SantaMonica, California, in accordance with its applicable rules and procedures. To the maximum extentallowed by applicable law, the prevailing party shall be awarded its reasonable attorney’s fees,costs and expenses. Judgment on any interim or final award may be entered by any court ofcompetent jurisdiction.10.9 No Jury. If any dispute arises regarding the application, interpretation orenforcement of any provision of this Agreement, including fraud in the inducement, the partieshereby waive their right to a jury trial.10.10 No Punitive Damages. If any dispute arises regarding the application,interpretation or enforcement of any provision of this Agreement, including fraud in theinducement, the parties hereby waive their right to seek punitive damages in connection with saiddispute.
 
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10.11 Severability. The invalidity or unenforceability of any particular provision ofthis Agreement shall not affect the other provisions, and this Agreement shall be construed in allrespects as if any invalid or unenforceable provision were omitted.10.12 Amendment and Waiver. This Agreement may be amended, modified or supplementedonly by a writing executed by each of the parties. Either party may in writing waive any provisionof this Agreement to the extent such provision is for the benefit of the waiving party. No waiverby either party of a breach of any provision of this Agreement shall be construed as a waiver ofany subsequent or different breach, and no forbearance by a party to seek a remedy fornoncompliance or breach by the other party shall be construed as a waiver of any right or remedywith respect to such noncompliance or breach.10.13 Binding Effect. The provisions of this Agreement shall bind and inure to thebenefit of the parties and their respective successors and permitted assigns.10.14 Notice. Any notices or communications required or permitted by this Agreementshall be deemed sufficiently given if in writing and when delivered personally or 48 hours afterdeposit with the United States Postal Service as registered or certified mail, postage prepaid andaddressed as follows:(a) If to Employer, to the principal office of Employer in the State of California, marked“Attention: Chief Executive Officer”; or(b) If to Employee, to the most recent address for Employee appearing in Employer’s records.10.15 Headings. The Section and other headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning or interpretation of thisAgreement.
 
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10.16 Entire Agreement. This Agreement is the only agreement and understandingbetween the parties pertaining to the subject matter of this Agreement, and supersedes all prioragreements, summaries of agreements, descriptions of compensation packages, discussions,negotiations, understandings, representations or warranties, whether verbal or written, between theparties pertaining to such subject matter.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.EMPLOYER:CLEARANT, INC.          By /s/ John Wehrle John Wehrle    Chairman of the Board       EMPLOYEE:     /s/ Jon M. Garfield     Jon M. Garfield
 
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