AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED NOTE

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED NOTE (this “ Amendment ”) is entered into as of August 11, 2009 by and among Hythiam, Inc., a Delaware corporation (the “ Company ”) and HIGHBRIDGE INTERNATIONAL LLC (“ Holder ”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Note (as defined below).

WHEREAS, Company executed and issued that certain Amended and Restated Senior Secured Note (the “ Note ”) in the principal amount of Five Million Dollars ($5,000,000) to be paid to Holder dated as of January 18, 2007;

WHEREAS, on August 5, 2009, the outstanding balance on the Note was Three Million Six Hundred and Fifty Thousand Dollars ($3,650,000).

WHEREAS, each of the parties hereto desire to amend the Note as set forth herein; and

WHEREAS, pursuant to Section 11 of the Note, the Required Holders by an affirmative vote approved the amendment to the Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.   MATURITY .  The last sentence of Section 1 of the Note is amended and restated in its entirety as follows:

“The ‘ Maturity Date ’ shall be July 15, 2010.”

2.   AUCTION RATE SECURITIES .  The following shall be added to the end of Section 5(b):

“In accordance with the terms of the Rights Offering by UBS AG,  which provides that UBS will offer to purchase Company’s ARS commencing June 30, 2010, the Company will exercise its right to sell  its ARS to UBS AG as soon as permissible at a price equal to the original par value of such ARS.  The proceeds from such sale shall be used to redeem this Note.”

3.   HOLDER’S RIGHT OF OPTIONAL REDEMPTION .  Section 6(b) of the Note is deleted in its entirety and all references to Holder Optional Redemption Right, Holder Optional Redemption Notice, Holder Optional Redemption Price, Holder Optional Redemption Date, and Holder Optional Redemption Amount in the Note are deleted.