[BREAN MURRAY CARRET & CO.
LETTERHEAD]
September 16,
2009
STRICTLY
PRIVATE
AND
CONFIDENTIAL
Mr. Richard A.
Anderson
President and
Chief Operating Officer
Hythiam,
Inc.
1150 Santa
Monica Boulevard
Los Angeles, CA
90025
Dear Mr.
Anderson:
This is to
acknowledge and confirm the terms of our corporate finance
representation agreement (the “Agreement”) as
follows:
1. Hythiam Inc.
(“Hythiam” or the “Company”) hereby engages
Brean Murray, Carret & Co. (“BMC”), and BMC hereby
agrees to render services to the Company, as a non-exclusive
corporate finance advisor on the terms and for the services
specified herein. BMC agrees to provide advice to the Company and
evaluate relevant transactions (“Transaction(s)”) the
Company may consider during the term of this Agreement, including
but not limited to raising the Company growth financing via a
public or private offering of equity (the
“Offering”)
2. The term of
this engagement (the “Engagement Period”) shall be for
a period of thirty (30) days (the “Term”) commencing
with the execution of this Agreement by the Company (the
“Effective Date”).
3. The Company
agrees that should it consummate an Offering during the Term of the
Agreement, the Company shall pay to BMC, or cause BMC to be paid,
at the closing of such Transaction, a cash fee 1% of the gross
proceeds raised.
4. Transaction
fees described herein are payable in full, without discount or
reduction, in cash on
closing of any
Transaction.
Mr. Richard A.
Anderson
September 16,
2009
Page
2
5. The benefits
of this Agreement shall inure to the parties hereto and their
respective successors and assigns, and the obligations and
liabilities
