Exhibit 10.4


    Exhibit
      10.4

    FIRST
      AMENDMENT TO LEASE AGREEMENT

    


    


    This
      First Amendment to Lease Agreement (the "First Amendment") is made this 17
      day
      of May 2005 by and between BURTON
      HILLS IV PARTNERS,
      a
      Tennessee general partnership (hereinafter called "Landlord") and CHD
      MERIDIAN HEALTHCARE, LLC,
      a
      Delaware corporation (hereinafter called "Tenant"). Landlord acknowledges and
      agrees that CHD
      Meridian Healthcare, LLC is
      a
      successor to Meridian
      Occupational Healthcare Associates, Inc.,
      under
      the Lease. 

    


    W
      I T N E
      S S E T H:

    


    Whereas,
      the parties entered into that certain Lease Agreement dated January 25, 2002
      (the "Original Lease"), whereby Landlord leased to Tenant the space described
      therein consisting of 26,546 rentable square feet on the first and second floors
      (the "Original Leased Premises") in Burton Hills IV Office Building, 40 Burton
      Hills Boulevard, Nashville, Tennessee (the "Building");

     

    Whereas,
      Tenant has given notice that it requires additional space within the Building
      and has proposed to include within the Leased Premises additional vacant space
      on the 1st floor of the Building consisting of 4,376 rentable square feet as
      shown on Exhibit A attached hereto (the “Additional Space”) and has agreed to
      commence payment of rent of such Additional Space on July 1, 2005.

    


    Whereas,
      Landlord has agreed to proceed to rent such Additional Space to Tenant subject
      to the terms and conditions hereinafter set forth, including the extension
      of
      the Term of the Original Lease so that the Term shall expire on June 30,
      2010.

    


    Whereas
      the parties desire to enter into this First Amendment in order to set forth
      the
      specific terms and conditions by which the Original Lease shall be amended
      in
      order to effectuate the foregoing;

    


    Now,
      therefore in consideration of the premises and mutual covenants herein contained
      and other good and valuable consideration the receipt and sufficiency of which
      are hereby acknowledged, the parties do hereby agree to amend the Original
      Lease
      as follows:

    


    
      	1.  	
              Revision
                of Basic Lease Provisions.
                The Original Lease is hereby amended and restated as follows, with
                these
                amendments  taking effect on the later of July 1, 2005, or upon
                delivery of the expansion space, and to be documented in a Commencement
                Letter Agreement, Section 1.02 of the Original Lease shall be deemed
                amended and restated as follows:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Section
      1.02. Basic Lease Provisions.

    


     

    
      	
               A.

            	Building
              Name:  	Burton
              Hills
              IV	 
	 	
              Address:

            	
              40
                Burton Hills Boulevard

            	 
	 	 	
              Nashville,
                TN 37215

            	 


    

    


    
      	B.  	
              Rentable
                Area of Leased Premises: 30,922 square
                feet;

            


    

    


    
      	C.  	
              Building
                Expense Percentage: 22.91%
                (30,922/135,000);

            


    

    


    
      	D.  	
              Minimum
                Annual Rent:

            


    

    


    
      	
              Lease
                Year (Months)

            	
              Base
                Rate

            	
              Minimum
                Annual Rental 

            
	
               

              1
                (12/1/02-11/30/03)

              2
                (12/1/03-11/30/04)

              3
                (12/1/04-06/30/05)

              3
                (07/1/05-11/30/05)

              4
                (12/1/05-11/30/06)

              5
                (12/1/06-11/30/07)

              6
                (12/1/07-11/30/08)

              7
                (12/1/08-11/30/09)

              8
                (12/1/09-06/30/10)

            	
               

              $11.00/RSF
                

              $24.00/RSF

              $24.00/RSF

              $24.00/RSF

              $26.00/RSF

              $26.00/RSF

              $27.00/RSF

              $27.00/RSF

              $27.00/RSF

            	
               

              $292,006.00

              $637,104.00

              $371,644.00*

              $309,220.00**

              $803,972.00

              $803,972.00

              $834,894.00

              $834,894.00

              $487,021.50***

            


    

    *First
      seven (7) months only of Lease Year 3.

    **Last
      five (5) months only of Lease Year 3.

    ***First
      seven (7) months only of Lease Year 8.

    


    
      	E.  	
              Monthly
                Rental Installments:

            


    

    


    
      	
              Months

            	
              Monthly
                Rental Installments

            
	
               

              1-12
                (12/1/02-11/30/03)

              13-24
                (12/1/03-11/30/04)

              25-31
                (12/1/04-06/30/05)

              32-36
                (07/1/05-11/30/05)

              37-48
                (12/1/05-11/30/06) 

              49-60
                (12/1/06-11/30/07)

              61-72
                (12/1/07-11/30/08)

              73-84
                (12/1/08-11/30/09)

              85-91
                (12/1/09-06/30/10)

               

            	
               

              $24,333.83

              $53,092.00

              $53,092.00

              $61,844.00

              $66,997.67

              $66,997.67

              $69,574.50

              $69,574.50

              $69,574.50

            


    

    
      	F.  	
              Term:
                Seven (7) years and seven (7) months (December 1, 2002 through June
                30,
                2010);

            


    

    


    
      	G.  	
              Commencement
                Date: December 1, 2002;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	H.  	
              Security
                Deposit: $36,204.00 is payable as the security deposit, and is due
                upon
                execution of this Lease. See Article 4 for requirements for
                refund.

            


    

    


    
      	I.  	
              Brokers:
                Alex S. Palmer & Company, as Landlord’s
                Broker;

            


    

    


    
      	J.  	
              Permitted
                Use: General office purposes;

            


    

    


    
      	K.  	
              Space
                Plan Approval Date: March 1, 2002 (See Exhibit
                B);

            


    

    


    
      	L.  	
              Options:
                One (1) Five-Year Extension Option (See Section 2.07);
                

            


    

    


    
      	M.  	
              Expiration
                Date: June 30, 2010;

            


    

    


    
      	N.  	
              Address
                for payments and notices:

            


    

    


    
      	 	
              Landlord:

            	
              Burton
                Hills IV Partners

            
	 	 	
              c/o
                Alex S. Palmer & Company

            
	 	 	
              Palmer
                Plaza, Suite 1600

            
	 	 	
              1801
                West End Avenue

            
	 	 	
              Nashville,
                TN 37203

            
	 	 	 
	 	 	 
	 	
              Tenant:

            	
              CHD
                Meridian HealthCare

            
	 	 	
              Burton
                Hills IV Office Building

            
	 	 	
              40
                Burton Hills Boulevard,

            
	 	 	
              Suite
                200

            
	 	 	
              Nashville,
                TN 37215

            


    

    


    
      	O.  	
              Delinquency
                Interest Rate: An annual percentage rate of interest equal to three
                percentage points (3%) in excess of the "Prime Rate" from time to
                time
                published in the Money Rates section of The Wall Street Journal,
                which
                rate as published on the last publication day in any month shall
                be deemed
                to be the appropriate reference rate for the entire next succeeding
                calendar month; provided, however, that in no event shall the Delinquency
                Interest Rate exceed the maximum contract rate of interest from time
                to
                time allowed to be charged under applicable law. Should The Wall
                Street
                Journal cease publication of its Prime Rate, the Landlord shall have
                the
                right to designate a comparable reference
                rate.

            


    

    


    
      	P.  	
              Lease
                Month: The calendar month or partial calendar month in which the
                Commencement Date occurs, and each subsequent calendar month during
                the
                Term.

            


    

    


    
      	Q.  	
              Lease
                Year: The period ending on the last day of the twelfth (12th)
                month after the month in which the Commencement Date occurs, and
                the
                successive annual period(s), if any, ending on each subsequent anniversary
                of said date. 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	2.  	
              Build-Out
                and Allowance for Additional Space.
                Notwithstanding any provision to the contrary in the Lease or in
                the Work
                Letter Agreement attached as Exhibit F to the Original Lease, Landlord
                shall cause the Landlord’s Contractor to construct the tenant improvements
                for the Additional Space in accordance with plans and specifications
                approved by Landlord and Tenant, Landlord shall be obligated to provide
                an
                allowance (the “Additional Space Allowance”) of only $22.00 per rentable
                square foot for the 4,376 rentable square feet of Additional Space
                added
                to the Leased Premises by this First Amendment (in lieu of the Turnkey
                Allowance provided for in the Original Lease), Tenant shall be obligated
                to pay all costs incurred by Landlord or Landlord’s Contractor in excess
                of such Additional Space Allowance, and the Lease and Work Letter
                Agreement are hereby amended in all respects to incorporate the foregoing
                terms. 

            


    

    


    
      	3.  	
              Additional
                Space Added to Leased Premises.
                From and after July 1, 2005, all references to Leased Premises in
                the
                Original Lease shall be deemed to include the Additional Space, and
                Exhibit A-2 to the Original Lease shall be deemed to be amended to
                include
                the Additional Space as depicted on Exhibit A attached
                hereto.

            


    

    


    
      	4.  	
              Controlling
                Provisions.
                To the extent the provisions of this First Amendment are inconsistent
                with
                the Original Lease, the terms of this First Amendment shall
                control.

            


    

    


    
      	5.  	
              Authority.
                Landlord and Tenant affirm and covenant that each has the authority
                to
                enter into this First Amendment and to abide by the terms hereof,
                and that
                the signatories hereto are authorized representatives of their respective
                entities empowered by their respective entities to execute this First
                Amendment.

            


    

    


    
      	6.  	
              Force
                and Effect.
                Except as if expressly amended and modified herein, all other terms,
                covenants and conditions of the Original Lease shall remain in full
                force
                and effect.

            


    

    


    
      	7.  	
              Successors
                and Assigns.
                The conditions, covenants and agreements contained herein shall be
                binding
                upon the parties hereto and their respective successors and
                assigns.

            


    

    


    
      	8.  	
              Right
                Of First Offer.
                Tenant shall have the following expansion
                right:

            


    

    


    (a) Right
      of
      First Offer. Provided that Tenant is not in default of this Lease, and subject
      to the existing rights (if any) of other tenants in the Building, Tenant shall
      have the Right of First Offer on any available space that is in the Burton
      Hills
      IV Building (the "First Offer Space"). If the space is to be vacated and
      available, Landlord shall provide Tenant with written notice specifying such
      availability. Tenant shall then have ten (10) days from the date of receipt
      of
      Landlord's written notice to exercise its Right of First Offer on the First
      Offer Space. Tenant shall exercise its Right of First Offer by giving Landlord
      written notice of its intent to exercise the right within ten (10) days of
      receipt of notice. If Tenant does not exercise its Right of First Offer,
      Landlord shall have the right to lease the First Offer Space to a third
      party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) Terms
      of
      First Offer Lease. If Tenant exercises its Right of First Offer by responding
      in
      writing to Landlord's written notice of the right within the ten (10) day
      period, Landlord and Tenant shall commence good faith negotiations of the lease
      for the First Offer Space.

    


    


    [END
      OF
      TEXT; SIGNATURES APPEAR ON THE FOLLOWING PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE FOR FIRST AMENDMENT TO LEASE 

    BETWEEN
      BURTON HILLS IV PARTNERS

    AND
      MERIDIAN OCCUPATIONAL HEALTHCARE ASSOCIATES, INC.

    


    In
      witness whereof, the parties hereto have executed this First Amendment to Lease
      Agreement as of the day and year first above written.

    


    
      	 	
              LANDLORD:

            	 
	 	 	 
	 	
              BURTON
                HILLS IV PARTNERS

            
	 	 	 
	 	
              By:

            	
              /s/
                Dale Holmer, CFO/Partner

            
	 	
              In
                lieu of 

            	
              Alex
                S. Palmer, 

            
	 	 	
              Managing
                General Partner

            
	 	 	 
	 	 	 
	 	
              TENANT:

            	 
	 	 	 
	 	
              CHD
                MERIDIAN HEALTHCARE, LLC

            
	 	 	 
	 	
              By:
                

            	
              /s/Tammy
                Howell

            
	 	 	 
	 	
              Title:

            	
              Vice
                President 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    STATE
      OF
      TENNESSEE

    COUNTY
      OF
      DAVIDSON

    


    Personally
      appeared before me, the undersigned, a Notary Public in and for the State and
      County aforesaid, Dale Holmer, as Managing Partner of BURTON
      HILLS IV PARTNERS,
      the
      within named bargainer, a general partnership, with whom I am personally
      acquainted (or proved to me on the basis of satisfactory evidence), and that
      as
      such partner, he executed the foregoing instrument for the purposes therein
      contained, by signing the name of the partnership by himself as such
      partner.

    


    WITNESS
      my hand, at office, this 18th
      day of
      May 2005.

    


    


    
      	 	
              illegible

            
	 	
              Notary
                Public

            


    

    


    My
      Commission Expires:

    


    July
      29,
      2006 

    


    


    


    STATE
      OF
      TENNESSEE

    COUNTY
      OF
      DAVIDSON

    


    Before
      me, the undersigned, a Notary Public in and for the State and County aforesaid,
      personally appeared Tammy Howell with whom I am personally acquainted (or proved
      to me on the basis of satisfactory evidence), and who, upon oath, acknowledged
      himself to be the Vice President of CHD
      MERIDIAN HEALTHCARE, LLC, the
      within named bargainer, a corporation, and that as such officer, he executed
      the
      foregoing instrument for the purposes therein contained, by signing the name
      of
      corporation as such officer.

    


    WITNESS
      my hand, at office, this 18th
      day of
      May 2005.

    


    


    
      	 	
              illegible

            
	 	
              Notary
                Public

            


    

    


    My
      Commission Expires:

     

    September
      22, 2007