<PAGE>
Exhibit 10.16.1
INTEGRATED HEALTHCARE HOLDINGS INC.
AMENDMENT TO
COMMON STOCK WARRANT
APRIL 26, 2006
This Amendment to Common Stock Warrant (this "AMENDMENT") is made
and
entered into as of the date set forth above (the "EFFECTIVE DATE")
by and
between Integrated Healthcare Holdings, Inc., a Nevada corporation
(the
"COMPANY"), and Healthcare Financial Management & Acquisitions,
Inc., a Nevada
corporation (the "HOLDER").
RECITALS
A. On December 12, 2005, the Company issued a warrant to subscribe
for
and purchase a minimum of 26,097,561 shares of Common Stock of the
Company
subject to the provisions and upon the terms and conditions set
forth therein
(the "WARRANT").
B. The Warrant, a true and correct copy of which is attached hereto
as
EXHIBIT A, provides that the number of Shares issuable upon
exercise of the
Warrant is subject to adjustment from time to time as set forth
therein.
C. A provision of the Warrant provides for adjustment of the number
of
Shares issuable upon exercise of the Warrant based on changes in
the fair market
value of the Shares (the "FMV ADJUSTMENTS"). D. The Company and
Holder desire to
enter into this Amendment to, among other thing's, amend the
provision contained
in the Warrant regarding FMV Adjustments.
NOW, THEREFORE, in consideration of the foregoing recitals and
the
mutual promises hereinafter set forth and for other good and
valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the
parties hereto agree to amend the Warrant as set forth herein and
agree as
follows:
AGREEMENT
1. RECITALS. The foregoing Recitals are incorporated by reference
as
though fully set forth herein.
2. DEFINITIONS. Unless otherwise defined herein, capitalized
terms
shall have the meanings assigned to such terms in the Warrant.
3. AMENDMENT OF FMV ADJUSTMENTS. The first paragraph of Section 3
of
the Warrant is hereby amended to read in its entirety as
follows:
"ADJUSTMENT TO THE NUMBER OF SHARES ISSUABLE AND/OR THE
EXERCISE
PRICE. The number of Shares issuable upon the exercise of this
Warrant
is subject to adjustment from time to time as set forth in this
Section
3. Upon each adjustment
1
<PAGE>
pursuant to this Section 3, the Holder shall thereafter prior to
the
Expiration Date be entitled to purchase the adjusted number of
Shares
of Common Stock at the Exercise Price. Notwithstanding anything to
the
contrary provided herein, the number of Shares of Common Stock
issuable
upon the exercise of this Warrant and the payment of the Exercise
Price
shall be automatically adjusted to be the greater of the following:
(1)
26,097,561 Shares of Common Stock (as set forth on page 1 of
this
Warrant), (2) Shares of Common Stock representing thirty-one and
nine
one-hundredths percent (31.09%) of all Common Stock Equivalents
(as
defined hereinbelow) of the Company, or (3) the number of Shares
of
Common Stock equal to the Outstanding Amount (as defined
hereinbelow)
divided by the then current fair market value (as determined in
Section
1(d) hereof) of each Share of Common Stock; provided , however,
that if
the number of Shares resulting from such calculation exceeds
the
aggregate number of shares of authorized but unissued Common Stock
and
authorized and issued Common Stock held in the Company's treasury
then
available for issuance upon exercise of this Warrant (such
excess
number of Shares is referred to herein as the "EXCESS WARRANT
SHARES"),
then the Company shall pay to the Holder or Holders, upon exercise
of
this Warrant for all or any portion of the Excess Warrant Shares,
an
amount equal to the then current fair market value (as determined
in
Section 1(d) hereof) of each Share of Common Stock multiplied by
the
number of Excess Warrant Shares for which the Holder or Holders
have
exercised their right(s) to purchase pursuant to this Warrant.
For
avoidance of doubt and solely for example purposes, if a) the
Outstanding Amount is $5,000,000, b) the aggregate number of shares
of
authorized but unissued Common Stock and authorized and issued
Common
Stock held in the Company's treasury then available for issuance
upon
exercise of this Warrant is 28,000,000, c) the then current fair
market
value of each Share of Common Stock is $0.15, and d) the total
number
of shares that the Holder or Holders would be entitled to receive
upon
exercise of this Warrant in full was 33,333,333 Shares of Common
Stock,
then upon exercise of this Warrant in full, the Holder or Holders
shall
receive 28,000,000 Shares of Common Stock, the
