**Exhibit 10.4**

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**AMENDMENT NO. 1TO EMPLOYMENT AGREEMENT**

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This Amendment No. 1 (“Amendment”) to that certainEmployment Agreement between Deerfield Capital Management LLC, a Delawarelimited liability company (“Deerfield”), and Jonathan W. Trutter (“Employee”), dated as of June 26,2004 (“Original Employment Agreement”),is made and entered into as of the 11th day of May, 2009.  Any capitalized term not otherwise definedherein shall have the same meaning given to such term in the OriginalEmployment Agreement.

 

**W****ITNESSETH**

 

**WHEREAS**, the OriginalEmployment Agreement expires pursuant to its terms on or about June 25,2009;

 

**WHEREAS**, Deerfieldwishes to retain the services of Employee for an additional period, andEmployee wishes to provide services to Deerfield, on amended terms andconditions; and

 

**WHEREAS**, Deerfield andEmployee agree that certain terms and conditions of the Original EmploymentAgreement must be amended, with all other terms and conditions to remain infull force and effect,

 

**NOW, THEREFORE**, inconsideration of the covenants and agreements herein contained and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Deerfield and Employee agree that following sections shallsupersede and replace in their entirety the corresponding sections of theOriginal Employment Agreement:

 

1.             Employment.

 

(a) Term.  The term of Employee’s employment under thisAgreement shall commence on June 25, 2009, and shall conclude on December 31,2010, unless sooner terminated according to Section 3 of this Agreement(the “Term”).  Except as providedin Section 8(i) of this Agreement, or as is otherwise agreed inwriting between the parties, this Agreement shall terminate upon expiration ofthe Term.

 

2.             Compensation and Benefits.

 

(b)           Bonus.

 

(i)            Guaranteed Bonus.  Deerfield shall pay to Employee a cash bonusfor services rendered during fiscal year 2009 in an amount equal to the cashbonus Employee received from Deerfield for fiscal year 2008 (which was $783,750).  Further, subject to the terms of this Section 2(b)(i),Deerfield shall pay to Employee a cash bonus for services rendered duringfiscal year 2010 in an amount equal to Fifty Percent 

 

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(50%) of the cash bonus Employee receivedfrom Deerfield for fiscal year 2008.  Thebonus for fiscal year 2009 shall be paid to Employee no later than March 15,2010 in accordance with Deerfield’s standard bonus payment policies, and thebonus for fiscal year 2010 shall be paid to Employee no later than March 15,2011 in accordance with Deerfield’s standard bonus payment policies; provided,however, that Employee must be an employee of Deerfield at the time the paymentof the respective bonus is due.

 

Notwithstanding the foregoing, in the event aChange of Control (as such term is defined as of the date hereof in Deerfield’sFirst Amended and Restated Stock Incentive Plan) occurs during fiscal year2010, the amount of the bonus Employee shall be entitled to receive for servicesrendered in fiscal year 2010 shall be increased to an amount equal to OneHundred Percent (100%) of the cash bonus Employee received from Deerfield forfiscal year 2008 if, following such Change of Control, Employee is eitherterminated without Cause or Employee’s duties and responsibilities aresubstantially diminished from his duties and responsibilities in effect as ofthe date hereof.

 

(d)           Intentionallyomitted.

 

3.             Termination.

 

(a) Terminationby Deerfield without Cause; Termination by Employee for Good Reason.

 

(i)            ThisAgreement and Employee’s employment may be terminated at any time prior to December 31,2010, by Deerfield without “Cause” (as defined below) (other than byreason of Employee’s death or “Disability” (as defined below)) followingthe delivery of a “Notice of Termination” (as defined below) toEmployee. In addition, this Agreement and Employee’s employment hereunder maybe terminated at any time prior to December 31, 2010 by Employee for “GoodReason” (as defined below) following the delivery of a Notice ofTermination to Deerfield.

 

### (ii)           If Employee’semployment is terminated by Deerfield without Cause (other than by reason ofEmployee’s death or Disability) or by Employee for Good Reason (A) Employeeshall be entitled to receive any unpaid Guaranteed Bonus payments) for fiscalyear 2009 and fiscal year 2010 as set forth in Section 2(b)(i) and inaccordance with the normal bonus payment practices of Deerfield, (B) Employeeshall continue to receive the Base Salary Employee would have received through December 31,2010 in accordance with the normal payroll payment practices of

 

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### Deerfieldand (C) Deerfield will pay the Employee the Retention Bonus within 90 daysfollowing the fifth anniversary of the Effective Date to the extent it has notbeen previously paid.  Except as setforth above, Employee shall have no further rights to any compensation(including any Base Salary or bonus) or any other benefits under thisAgreement.  All other benefits, if any,due Employee following a termination pursuant to this Section 3(a) shallbe determined in accordance with the plans, policies and practices ofDeerfield; provided, however, that Employee shall not participate in anyseverance plan, policy or program of Deerfield.

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(b)           Terminationfor Cause.

 

(iii)          Inthe event Employee’s employment is terminated pursuant to this Section 3(b),Employee shall be entitled to receive Employee’s Base Salary through the dateof termination and any earned but unpaid bonus for any fiscal year precedingthe fiscal year in which the termination occurs. Employee shall have no furtherrights to any compensation or any other benefits under this Agreement.  All other benefits, if any, due Employeefollowing a termination pursuant to this Section 3(b) shall bedetermined in accordance with the plans, policies and practices of Deerfield;provided, however, that Employee shall not participate in any severance plan,policy or program of Deerfield.

 

(c)           Termination due to Death orDisability.  This Agreement andEmployee’s employment shall terminate immediately upon Employee’s death or,following delivery of a Notice of Termination by Deerfield to Employee, due toEmployee’s Disability. In the event Employee’s employment is terminatedpursuant to this Section 3(c), Employee (or Employee’s estate, as the casemay be) shall be entitled to receive Employee’s Base Salary through the date oftermination and any earned but unpaid bonus for any fiscal year preceding thefiscal year in which the termination occurs. Employee (or Employee’s estate, as the case may be) shall have nofurther rights to any compensation (including any Base Salary or bonus) or anyother benefits under this Agreement.  Allother benefits, if any, due Employee (or Employee’s estate, as the case may be)following a termination pursuant to this Section 3(c) shall bedetermined in accordance with the plans, policies and practices of Deerfield;provided, however, that Employee (or Employee’s estate, as the case may be)shall not participate in any severance plan, policy or program of Deerfield.For purposes of this Agreement, “Disability” shall mean: Employee’sphysical or mental incapacity as a result of which Employee is unable for aperiod of ninety (90) days during any one hundred eighty (180) day period toperform Employee’s duties with substantially the same level of quality asimmediately prior to such incapacity.

 

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6.             Non Competition and OtherCovenants.

 

(a)           Employee reaffirms all obligationsand commitments in the letter agreement between Employee and Deerfield dated April 9,2009 (“April 2009 Letter Agreement”).

 

(b)           In addition to the obligations andcommitment in Section 6(a) of this Agreement, as amended, during theterm of this Agreement and for a period equal to the earlier of two years fromthe date Employee’s employment is terminated for any reason and December 31,2012 (except as otherwise provided in Section 6(b)(i) below), Employeeshall not:

 

(i)            engagein any Prohibited Competition Activity anywhere in the United States of America;provided, however, that, solely with respect to the Prohibited CompetitionActivity described in clause (ii) of the definition thereof, the obligationsand commitment set forth in this Section 6(b)(i) shall be applicable only for aperiod equal to the earlier of six months from the date of the last payment ofBase Salary to Employee required by Section 3 of this Agreement and July 1,2011.  Employee acknowledges and agreesthat the market for Investment Management Services rendered by Employee onbehalf of Deerfield includes the entire United States of America;

 

(ii)           solicitor induce, whether directly or indirectly, any Person for the purpose (whichneed not be the sole or primary purpose) of (A) causing any funds (otherthan funds of which Employee and/or members of Employee’s Immediate Family arethe sole beneficial owners) with respect to which Deerfield or any of itsAffiliates provides Investment Management Services to be withdrawn from suchmanagement, or (B) causing any Client (including any Potential Client) notto engage Deerfield or any of its Affiliates to provide Investment ManagementServices for any additional funds; provided, however, that this clause (ii)(B) shallnot be applicable to Clients (including Potential Clients) who are also membersof the Immediate Family of Employee;

 

(iv)          (A) solicitor induce, or attempt to solicit or induce, directly or indirectly, anyemployee or agent of, or consultant to, Deerfield or any of its Affiliates toterminate its, his or her relationship therewith, or (B) hire or engageany employee, external researcher or similar agent or consultant, or formeremployee, external researcher or similar agent or consultant of Deerfield orany of its Affiliates who was employed by or acted as an external researcher orsimilar agent or consultant of Deerfield or any of its Affiliates at any timeduring the eighteen (18) month period preceding such hiring or engagement ofsuch Person.

 

8.             Miscellaneous.

 

(g)           Entire Agreement. ThisAgreement constitutes the entire agreement between the parties as of theEffective Date and supersedes all previous agreements and understandingsbetween the parties with respect to the subject matter hereof, includingEmployee’s employment agreement with Deerfield and D&C dated January 1,2002 (the “Prior Employment Agreement”), except for the April 2009Letter Agreement and the letter agreement between 

 

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Employee and Deerfield datedMay 11, 2009, which shall remain in full force and effect.

 

## (k)           Intentionallyomitted.

##  

Except as specifically amended herein, allprovisions of the Original Employment Agreement remain in effect through theentire Term.

 

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**IN WITNESS WHEREOF**, the partieshereto have executed this Amendment as of the date first written above.

 
| Date:                    | May 11, 2009                 |                     |
|--------------------------|-----------------------------------|--------------------------|
|                     |                              |
| EMPLOYEE                 | DEERFIELD CAPITAL  MANAGEMENT LLC |
|                     |                              |
|                     |                              |
| /s/ Jonathan W.  Trutter |                              | /s/ Robert A.  Contreras |
| Jonathan W. Trutter      |                              | By: Robert A. Contreras  |
|                     | Its: General Counsel              |
|                          |                                   |                          |  |

 

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