FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made as of March 8, 2004, among MEDICAL PROPERTIES TRUST, INC. (the "REIT"), MPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the "Operating Partnership"),...

                                                                    Exhibit 10.4

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made as of March 8, 2004, among
MEDICAL PROPERTIES TRUST, INC. (the "REIT"), MPT OPERATING PARTNERSHIP L.P., a
Delaware limited partnership (the "Operating Partnership"), the REIT and the
Operating Partnership (being herein referred to collectively as the "Company"),
and Xxxxxx X. Xxxxx, Xx. (the "Executive"):

      WHEREAS, the Executive and the Company entered into an Employment
Agreement dated as of September 10, 2003 (the "Employment Agreement"); and

      WHEREAS, the parties desire to amend the Employment Agreement as provided
herein.

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereby agree as follows:

      1. Paragraph 1(a) of the Employment Agreement is hereby deleted in its
entirety and the following sentence is hereby substituted in lieu thereof:

      "(a) POSITIONS. The Executive shall be employed by the Operating
      Partnership as its President, Chief Executive Officer and Secretary. The
      Executive shall also serve as the President, Chief Executive Officer and
      Secretary of the REIT as well as the Chairman of the REIT's Board of
      Directors (the "Board")."

      2. All other references in the Employment Agreement to "Vice Chairman of
the Board" shall be changed to "Chairman of the Board."

      3. Except to the extent hereby amended, the Employment Agreement is hereby
confirmed and ratified and shall continue in full force and effect.

      4. The effective date of this Amendment is March 8, 2004.

                  [Signatures to appear on the following page]



      IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement as of the date first above written.

OPERATING PARTNERSHIP:                          EXECUTIVE:
MPT OPERATING PARTNERSHIP, L.P.
BY: MEDICAL PROPERTIES TRUST, LLC
ITS: GENERAL PARTNER                            /s/ Xxxxxx X. Xxxxx, Xx.
BY: MEDICAL PROPERTIES TRUST, INC.              ------------------------
ITS: SOLE MEMBER                                Xxxxxx X. Xxxxx, Xx.


                                                Dated: March 8, 2004
By: /s/ Xxxxxx X. XxXxxx                               -------------
    ----------------------------------

Name: Xxxxxx X. XxXxxx
      --------------------------------

Title: Executive Vice President & COO
       -------------------------------

Dated: March 8, 2004
       -------------------------------

REIT:

MEDICAL PROPERTIES TRUST, INC.


By: /s/ Xxxxxx X. XxXxxx
    ----------------------------------

Name: Xxxxxx X. XxXxxx
      --------------------------------

Title: Executive Vice President & COO
       -------------------------------

Dated: March 8, 2004
       -------------------------------