**EXHIBIT10.4****2nd AMENDMENT TO LEASE**     This SecondAmendment to Lease is made and entered into this 31st day of January, 2006, byand between, HEALTH FITNESS CORPORATION d.b.a. HEALTHCALC.NET, INC., hereinafter referred to as“Tenant” and Parkway Commons, L.P., an Oklahoma limited partnership (formerly CMD Realty InvestmentFund II, Ltd.), hereinafter referred to as “Landlord”;Whereas, Landlord and Tenant agree that they are the rightful parties to that certain leaseagreement dated September 29, 2003 and Amended April 29, 2005, for Suite 290 at 5068 W. PlanoParkway, Plano, Texas 75093, and whereas Parkway Commons, L.P. (successor Landlord) and Tenantdesire to modify and extend said lease:Now, therefore, in consideration of the premises and other good and valuable consideration receiptof which is hereby acknowledged, the above-referenced lease is amended as follows: 1. **Expansion.**Commencing on March 1, 2007 (“Expansion Date”) or as soonas space is available, Landlord and Tenant agree that Tenant shall expand into suite256 consisting of approximately 2,003 rentable square feet as indicated on “Exhibit A”,attached hereto and made apart of this lease, for a new total of 6,039 rentable squarefeet.  2. **Extension.**The lease shall be extended to February 28, 2010.  3. **Base Rent.**Effective March 1, 2007, the Base Rental Rate shall be as followsfor Expansion Premises (2,003) sf):   March 1, 2007 – March 31, 2007: $       0.00/MonthApril 1, 2007 – December 31, 2007: $3,505.25/MonthJanuary 1, 2008 – June 30, 2008: $3,672.17/Month   Current rent for Existing Premises, Suite 290 (4,036 sf), shall remain the samethrough June 30, 2008 as per existing Lease (2/1/07 – 6/30/07 at $6,390/mo. and7/1/07 – 6/30/08 at $7,399/mo. in addition to expansion space noted above).    Base Rent for Expansion Premises and Existing Premises (6,039 sf) shall be modifiedas follows:   July 1, 2008 – December 31, 2008: $11,071.50/MonthJanuary 1, 2009 – February 28, 2010: $11,574.75/Month 4. **Tenant Improvements.**Landlord shall finish out expansion Premises according tomutually agreed upon space plan not to exceed $700 per square foot.
 

 
 5. **Right of First Refusal.**Tenant shall have an ongoing Right of First Refusal oncontiguous space, namely Suite 295 comprised of 1,222 rsf available after 1-31-09 andSuite 250 comprised of 2,174 rsf available after 5-31-07. In the event either currenttenant in Suites 295 or 250 do not vacate the premises on or not later than theaforementioned respective dates, Tenant shall have the option to terminate said leaseby providing Landlord notice in writing, delivered via certified registered mail withreturn receipt with sixty days advance notice of its desire to terminate said lease.(See Exhibit B and Exhibit B-1).  6. **Security Deposit.**Tenant shall pay an additional Security Deposit forExpansion Space; $3,839.08.     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forthabove.                 LANDLORD: **PARKWAY COMMONS, L.P.**      an Oklahoma Limited Partnership,                     By: Acron Parkway Commons, L.L.C.,        an Oklahoma limited liability company        it’s general partner                       By: Acron (USA), L.P.          a Texas Limited Partnership,          it’s Managing Member                         By: Acron U.S. Management, Inc.          a Nevada Corporation          it’s general partner                         By: /s/ Greg W. Wilson               Greg W. Wilson, President                   TENANT: **HEALTH FITNESS CORPORATION**                     By: /s/ Wesley W. Winnekins