Exhibit 10.4
 EMPLOYMENT AGREEMENT
 Agreement th Executive Company
 RECITALS
   Senior
Executive Team
 AGREEMENT
  ARTICLE I  EMPLOYMENT RELATIONSHIP
 Employment




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Duties
 Exclusive Employment
 Executive Representations and Warranties as to Employability
      2




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ARTICLE II  PERIOD OF EMPLOYMENT
 Employment Period th Employment Period
 Initial Term of Employment Period and Extension Terms Initial Term Extension Term
 ARTICLE III  COMPENSATION
 Annual Base Compensation Annual Base Compensation
 Executive Performance Bonus Incentive
Compensation Bonus Target Incentive Compensation Bonus
  3




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Expenses
 Vacation
 Insurance
      Retirement Plan
 Grant of Stock Options/Existing Stock
 Board Meeting Options
   4




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Stock Option Plan
 Other Fringe Benefits
 Vehicle Allowance Vehicle
Allowance
 ARTICLE IV  COVENANTS OF EXECUTIVE
 Covenants Regarding Developments Developments
      5




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Ownership and Covenant to Return Documents, etc.
 Nondisclosure Covenant Confidential and Proprietary Information
  6




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Noninterference Covenant Restricted Period
 Covenant of Nonsolicitation of Customers Customer
 Covenant Not to Compete
  7




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Business Territory
 Remedies for Breach
 TERMINATION
 Termination and Triggering Events Triggering Events
  8




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Rights Upon Occurrence of a Triggering Event
 Death or Total Disability pro rated
 Resignation or Termination by the Company for Cause
 Termination by Company without Cause. pro rated
 Termination Arising Out of a Change of Control pro rated Code"
 Cessation of Entitlements and Company Right of Offset
  9




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Treatment of Options
 No Duplication of Benefits
  Survival of Certain Obligations
 Definitions
 Change of Control Severance Benefit
     Resignation
  10




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Severance Benefit
     Termination Arising Out of a Change of Control Change of Control
    11




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i.e.
 Termination by the Company for Cause
      Termination by the Company without Cause
 Total Disability
  12




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ARTICLE VI  GENERAL
 Governing Law
 Binding Effect
 Assignment
 Complete Understanding
 Amendments
 Waiver
 Venue, Jurisdiction, Etc
  13




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Indemnification of Executive Indemnification Claim
 Directors and Officers Liability Insurance
 Tax Provisions
 Compliance With Section 409A of the Internal Revenue Code
  14




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Compliance With Section 162(m) of the Code
 Excise Taxes Under Sections 280G and 4999 of the Code
 Legal Fees
 Severability
  15




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Headings
 Notices
 Notices to Executive
 
 Notices to Company
 
  th
 Counterparts
 COMPANY:
    
    EXECUTIVE:SXC HEALTH SOLUTIONS CORPORATION and SXC HEALTH SOLUTIONS, INC.
    
    
    
    
    
    

By:
    
    /s/ Mark Thierer
    
    8/5/08
    
    /s/ Jeffrey Park
    
    8/5/08Mark Thierer
President and CEO
    
    Date
    
    Jeffrey Park
    
    Date
  16




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EXHIBIT A
To Employment Agreement
Between Jeffrey Park and
SXC Health Solutions Corporation and SXC Health Solutions, Inc.
 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
 Executive Company
 Termination of Employment
 Compensation owed
 Separation Benefit Separation Benefit
 Consideration
 Parties Released




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General Release Claims
      Intended Scope of Release




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Executive Waiver of Rights.
 Covenant Not to Sue
 Remedies for Breach
 No Admission of Liability
 Post-Employment Covenants




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Warranty of Return of Company Property
 Warranty and Covenant of Nondisparagement Disparaging Remarks
 Consideration Period Executive is advised of to consult with an attorney or other
representative of Executives choice prior to signing this Agreement.
 Revocation Period
 Resignation of Officer and Director Positions




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Warranty of Understanding and Voluntary Nature of Agreement
 Severability
 Entire Agreement/Integration
 No Waiver By the Company
 Successors and Assigns
 Choice of Law
 COMPANY:
    
    EXECUTIVE:SXC HEALTH SOLUTIONS CORPORATION and SXC HEALTH SOLUTIONS, INC.
    
    
    
    
    
    

Mark Thierer 
President and CEO
    
    Date
    
    Jeffrey G. Park
    
    Date