SECOND ALLONGE to 12.5% SUBORDINATED CONVERTIBLE NOTE DUE JULY 1, 2011

Exhibit 10.4

SECOND ALLONGE
to
12.5% SUBORDINATED CONVERTIBLE NOTE DUE JULY 1, 2011 NO. __
dated                      , made by
BMP SUNSTONE CORPORATION
payable to the order of
                                                                   
in the original principal amount of
                                                             ($                      )

     That certain 12.5% Subordinated Convertible Note due July 1, 2011 described in the above caption (the “Note”) is hereby amended as follows (all capitalized terms not otherwise defined herein having the same meanings assigned to them in the Note):

     (1) On the first page of the reverse of the Note, the second paragraph shall be amended and restated as follows:

“Subject to and upon compliance with the provisions of Article XIV of the Indenture and subject to the following paragraph, the Holder of this Security is entitled, at his option, at any time after the close of business on May 15, 2009, to convert this Security (or any portion of the principal amount hereof which is