Exhibit 10.4
   SUBORDINATED PROMISSORY NOTE
 MEDQUIST TRANSCRIPTIONS, LTD.
 $17,500,000.00
    
    New York, New York
April 22, 2010
 Maker Spheris Holder Original Principal Amount Note Purchase Agreement Guarantee Holdings Subsidiary Guarantors Guarantors Appendix 1
 Definitions
 Agent




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Applicable Law
 Applicable Rate
 Business Day
 Capitalized Lease Obligations
 Capital Stock
 Common Stock
 Consolidated EBITDA
 Currency Agreement
 Disqualified Capital Stock
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GAAP
 Indebtedness
 Interest Swap Obligations
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Lenders
 Lien
 Maximum Rate
 Obligations
 Paid in Full
 Person
 Preferred Stock
 Principal Amount
 Securities Act
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Senior Debt
 Senior Default
 Senior Secured Credit Agreement
 Significant Subsidiary
 Subordinated Debt
 Payments Closing Interest Payment Date Additional Principal Amount
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Future Guarantors
 Term Term
 Prepayment Applicable Percentage
 ApplicableDate of Payoff
    
    PercentageThe date of Closing through and including the date that is 6
months following Closing
    
    
    77.5
    %Following the date that is 6 months following Closing through
and including the date that is 9 months following Closing
    
    
    87.5
    %Following the date that is 9 months following Closing through
and including the date that is one year following Closing
    
    
    97.5
    %Following the date that is one year following Closing through
and including the date that is two years following Closing
    
    
    102.0
    %Following the date that is two years following Closing through
and including the date that is three years following Closing
    
    
    101.0
    %Following the date that is three years following Closing and
thereafter
    
    
    100.0
    %
 Security
 Covenants
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Payment of Notes
 Compliance Certificate
 Total Leverage Ratio
 Conduct of Business
 Corporate Existence
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No Senior Subordinated Debt
  Exchange Notes Exchange Notes
 Indenture New Indenture Listed Covenants provided Spheris Indenture
 Events of Default; Acceleration Event of Default
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then
 Subordination
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provided however
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Standstill Period provided further however
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Notices
 Holder:
    
    Spheris Inc.9009 Carothers Parkway, Suite C-3Franklin, Tennessee 37067Attention:
    
    Chief Executive Officer andGeneral CounselFacsimile:
    
    (615) 261-1792With a copy to:
    
    Willkie Farr & Gallagher LLP787 Seventh AvenueNew York, New York 10019Attention:
    
    Michael J. Kelly, Esq.Mark A. Cognetti, Esq.Maker:
    
    MedQuist Transcriptions, Ltd.1000 Bishops Gate Boulevard, Suite 300Mount Laurel, New Jersey 08054Attention:
    
    Mark Sullivan, General CounselFacsimile:
    
    (856) 206-4211With a copy to:
    
    Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Attention:
    
    Richard G. Mason, Esq.Andrew J. Nussbaum, Esq.Gordon S. Moodie, Esq.Facsimile:
    
    (212) 403-2000
  No Waiver
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Compliance With Applicable Law
 General
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Spheris Plan
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MAKER:MEDQUIST TRANSCRIPTIONS, LTD.By:
    
    /s/ Mark R. SullivanName:
    
    Mark R. SullivanTitle:
    
    General CounselHOLDINGS:MEDQUIST INC.By:
    
    /s/ Mark R. SullivanName:
    
    Mark R. SullivanTitle:
    
    General CounselGUARANTORS:MEDQUIST IP LLCBy:
    
    /s/ Mark R. SullivanName:
    
    Mark R. SullivanTitle:
    
    PresidentMEDQUIST CM LLCBy:
    
    /s/ Mark R. SullivanName:
    
    Mark R. SullivanTitle:
    
    PresidentMEDQUIST OF DELAWARE, INC.By:
    
    /s/ Mark R. SullivanName:
    
    Mark R. SullivanTitle:
    
    Secretary




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Agreed and Accepted:SPHERIS, INC.By:
    
    /s/ Robert L. ButlerName:
    
    Robert L. ButlerTitle:
    
    Chief Restructuring Officer




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GUARANTEE
 Maker Note Guaranteed Obligations
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Annex A
  
    
    Offer to Purchase by Application of Net Proceeds Offer Amount;
    
    Payment of Notes;
    
    Maintenance of Office or Agency;
    
    Reports (to be satisfied with current public reporting of Holdings if the Notes are
guaranteed by Holdings in accordance with Rule 3-10(d) of Regulation S-X);
    
    Compliance Certificate;
    
    Stay, Extension and Usury Laws;
    
    Restricted Payments;
    
    Dividend and Other Payment Restrictions Affecting Subsidiaries;
    
    Incurrence of Indebtedness (to permit Senior Debt of up to $115 million);
    
    Asset Sales;
    
    Transactions with Affiliates;
    
    Liens (to permit liens to secure the Senior Debt up to $115 million);
    
    Conduct of Business;
    
    Corporate Existence;
    
    Offer to Repurchase upon Change of Control;
    
    No Senior Subordinated Debt;
    
    Future Guarantees by Domestic Subsidiaries;
    
    Limitation on Preferred Stock of Restricted Subsidiaries;
    
    Consolidated Leverage Ratio (as set forth in Section 7(i)(c) of the Note); and
    
    Merger, Consolidation or Sale of Assets.
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