Exhibit 10.4

**FORM OFEMPLOYMENT AGREEMENT**                EMPLOYMENT AGREEMENT, dated as of June 1, 2002 by and between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation, with offices at 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (the “Company”), and PATRICK F. KENNEDY, residing at 923 16th Avenue East, Seattle, WA 98112 (the “Executive”).                WHEREAS, the Executive has served as the President and Chief Executive Officer of the Company, pursuant to a Consulting Services Agreement, dated as of November 1, 2001 between the Company and Holiday Retirement Consulting Services, LLC (the “Prior Agreement”); and                WHEREAS, the Company wishes the Executive to continue to serve in these positions pursuant to the terms of this Agreement following the expiration of the term of the Prior Agreement, and the Executive is willing to do so;                NOW THEREFORE, in consideration of the mutual promises and agreements set forth below, the Company and the Executive agree as follows:1.     Term.  The Company agrees to employ the Executive and the Executive agrees to serve, on the terms and conditions set forth herein, for a period commencing as of June 1, 2002 and ending on May 31, 2003 (“Original Term”), unless earlier terminated pursuant to the terms hereof; provided, however, that this Agreement will automatically renew for an additional year on June 1, 2003 (such extended period, the “Renewal Term”), unless the Company gives notice to Executive that the Company does not wish to renew this Agreement at least thirty (30) days prior to the expiration of the Original Term.  Notwithstanding the foregoing, either the Company or Executive may terminate this Agreement by giving at least thirty (30) days' advanced written notice to the other.  The period during which Executive is employed pursuant to this Agreement (including any Renewal Term) is hereinafter referred to as the “Employment Period.”2.     Title; Duties and Services; Location.(a)        The Executive shall serve as the President and Chief Executive Officer of the Company and shall have the duties, responsibilities and authority associated with those positions pursuant to the Amended and Restated Bylaws of the Company, as in effect from time to time, together with such duties, responsibilities and authority as from time to time may be assigned to him by the Board of Directors of the Company.  At no time shall the Executive be requested to perform duties that are not commensurate with his status as the Company's Chief Executive Officer and President; provided, however, that at the request of the Board of Directors, and without additional consideration, the Executive shall serve as a director, executive officer, trustee or agent for the Company and its affiliates so long as he continues as an officer of the Company.  During the Employment Period, and excluding any periods of disability or of vacation and sick leave to which Executive is entitled, Executive agrees to devote at least 75% of his business time to the business and affairs of the Company.  It shall not be a violation of this Agreement for Executive to (A) serve on civic or charitable boards or committees, (B) fulfill speaking engagements and (C) manage personal investments, so long as such activities, individually or in the aggregate, do not interfere with the performance of Executive's responsibilities as an employee of the Company in accordance with this Agreement (other than occasional interference of a minor and insignificant nature).