RESCISSION, RESTRUCTURING AND ASSIGNMENT AGREEMENT

Termination Agreement

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Title: RESCISSION, RESTRUCTURING AND ASSIGNMENT AGREEMENT
Governing Law: California Date: 2/2/2005
Law Firm: Rutan Tucker;Morrison Foerster

RESCISSION, RESTRUCTURING

AND ASSIGNMENT AGREEMENT

This Rescission, Restructuring and Assignment Agreement (this "AGREEMENT")

is entered into as of January 27, 2005, by and among Integrated Healthcare

Holdings, Inc., a Nevada corporation (the "COMPANY"), Kali P. Chaudhuri, M.D.

("DR. CHAUDHURI"), William E. Thomas ("THOMAS") (for purposes of Sections 3 and

10 only), Anil V. Shah, M.D. ("DR. SHAH") (for purposes of Sections 2(a) and 9

only), and Orange County Physicians Investment Network, LLC, a Nevada limited

liability company ("OC-PIN").

R E C I T A L S

A. The Company and Dr. Chaudhuri are parties to a Secured Convertible Note

Purchase Agreement dated as of September 28, 2004, which was amended by a First

Amendment to Secured Convertible Note Purchase Agreement dated as of November

16, 2004 (collectively, the "PURCHASE AGREEMENT"), pursuant to which Dr.

Chaudhuri was issued a $500,000 Secured Convertible Promissory Note

("CONVERTIBLE NOTE"), a $10,000,000 Secured Promissory Note ("SECURED NOTE"),

and a Stock Option Agreement dated November 16, 2004 ("STOCK OPTION AGREEMENT").

B. The Company is in default of its obligation to repay the Convertible

Note by December 31, 2004.

C. The Company desires that OC-PIN invest in the Company.

D. Dr. Chaudhuri and Dr. Shah, an authorized representative and affiliate

of OC-PIN, are parties to a Non-Circumvention Agreement dated November 11, 2004

("NON-CIRCUMVENTION AGREEMENT").

E. As a condition to investment, OC-PIN has requested that the Convertible

Note, the Secured Note, the Stock Option Agreement and certain provisions of the

Agreement be rescinded and canceled, and Dr. Chaudhuri restructure his financial

arrangements with the Company, and that he terminate the Non-Circumvention

Agreement. Dr. Chaudhuri is willing to reduce his contractual rights and

participation and otherwise accommodate the Company and OC-PIN on the terms and

subject to the conditions set forth in this Agreement.

F. The parties acknowledge that Dr. Chaudhuri had the right to acquire a

majority interest in the Company, which right he has agreed (subject to the

conditions herein) to rescind, and accept in its place stock purchase warrants

in favor of Dr. Chaudhuri and Thomas to acquire only up to (and not to exceed)

24.9% of the Company's capital stock, which warrants are not exercisable for two

years from the date of issuance, and the Company and OC-PIN are willing to

consent to this arrangement.

G. The Company is a party to a definitive Asset Sale Agreement, dated

September 29, 2004 (the "ASSET SALE AGREEMENT"), pursuant to which the Company

has agreed to purchase four hospitals from subsidiaries of Tenet Healthcare

Corporation located in Orange County, California, known as Western Medical

Center - Santa Ana, Western Medical Center - Anaheim, Costal Communities

Hospital, and Chapman Medical Center. The transactions contemplated under the

Asset Sale Agreement are collectively referred to herein as the "TENET

TRANSACTION".

<PAGE>

H. The Tenet Transaction has not yet closed, and the parties desire to

reflect and memorialize certain understandings among them with respect to the

Tenet Transaction. This Agreement is expressly conditioned upon Tenet's

acceptance of the restructuring contemplated by this Agreement and its release

of Dr. Chaudhuri from his guarantee of the Chapman lease.

A G R E E M E N T

In consideration of the foregoing premises, the mutual covenants and

agreements set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, and subject to

satisfaction of the conditions set forth in Section 9, the parties hereto hereby

agree as follows:

1. DEFINITIONS. For the purposes of this Agreement (including amendments

to the Purchase Agreement contained herein), (i) unless otherwise set forth

herein, capitalized terms or matters of construction deemed or established in

the Purchase Agreement, as amended hereby, shall be applied herein as defined or

established therein, and (ii) the term "FULLY-DILUTED" includes all shares of

Common Stock of the Company issued and outstanding at the date in question plus

all shares of Common Stock of the Company issuable (whether or not vested) at

that date upon full exercise of all options, warrants or other rights to acquire

Common Stock of the Company and full conversion of all securities convertible

into Common Stock of the Company, but excluding from that amount up to

10,000,000 shares (or rights to acquire shares) of Common Stock per year to

employees, consultants, officers or directors of the Company pursuant to stock

option or restricted stock plans or agreements approved by the Company's Board

of Directors.

2. RESCISSION AND CANCELLATION OF NOTES, OPTION, NON-CIRCUMVENTION

AGREEMENT AND CERTAIN PROVISIONS OF PURCHASE AGREEMENT.

(a) Upon fulfillment of the conditions set forth in Section 9, the

Convertible Note, the Secured Note, the Stock Option Agreement and the

Non-Circumvention Agreement are hereby rescinded and canceled. Within two (2)

business days after receipt of the $10,000,000 plus accrued interest referred to

in Section 6, Dr. Chaudhuri shall, and he shall cause his attorneys and agents

to, (i) return to the Company the originals of the Convertible Note and the

Secured Note for cancellation and (ii) deliver to OC-PIN copies of all material

agreements executed by Dr. Chaudhuri with the Company or in connection with the

Tenet Transaction. Except as provided in this Agreement with respect to Thomas,

Dr. Chaudhuri hereby represents and warrants to the Company that he has not,

directly or indirectly, transferred, sold or syndicated any part of the

securities that he received or was entitled to acquire from the Company.

(b) The Purchase Agreement is hereby rescinded and canceled, except

that the provisions of: (i) Section 1.7 thereof shall remain in effect (as

amended by Section 4 below) (ii) Article II thereof shall remain in effect (as

amended by Section 4 below) and shall be applicable to the shares of the

Company's Common Stock issuable pursuant to the warrants described in Section 3

below; (iii) Articles III and IV thereof shall remain in effect and the

provisions thereof shall be deemed to apply with respect to the issuances

described in Section 3 below; and (iv) Section 5.3 thereof shall remain in

effect for the benefit of both Dr. Chaudhuri and Thomas for so long as either of

them holds either stock purchase warrants pursuant to the new warrants described

in Section 3 below or shares of the Company's Common Stock obtained by them upon

exercise thereof, provided, however that (A) Section 5.3 shall terminate and

cease to have effect upon an acquisition of the Company by an unrelated third

party and (B) each of Dr. Chaudhuri and Thomas shall execute appropriate

confidentiality agreements in customary form with respect to information

obtained pursuant to these sections.

<PAGE>

and California Department of Health Services at no or minimal cost to Dr.

Chaudhuri by providing information and other reasonable assistance so that the

Company may promptly complete the Tenet Transaction and obtain licensing of the

hospital facilities to be acquired therein; provided that such cooperation shall

not result in any material modification to this Agreement.

3. ISSUANCE OF NEW NON-CONVERTIBLE NOTES AND WARRANTS; ASSIGNMENT TO

THOMAS. The Company has agreed to issue to Dr. Chaudhuri (i) a new

non-convertible secured promissory note reflecting amounts loaned to the Company

by Dr. Chaudhuri as well as expenditures made by Dr. Chaudhuri on the Company's

behalf or for the Company's benefit, plus accrued interest to date, and (ii) a

new stock purchase warrant reflecting the right to purchase shares of the

Company's Common Stock. Dr. Chaudhuri has assigned to Thomas certain of his

rights with respect thereto, to which assignments the Company and OC-PIN hereby

consent. As a result of the assignment, the parties acknowledge and agree that,

within 48 hours after the execution of this Agreement, but dated and effective

as of the date of this Agreement, the Company shall issue to (A) Dr. Chaudhuri a

non-convertible secured promissory note, in substantially the form of Exhibit

A-1, and in a principal amount equal to 80% of the sum of all amounts loaned by

Dr. Chaudhuri to the Company or paid, advanced or incurred by Dr. Chaudhuri on

behalf or for the benefit of the Company, or in connection with the Purchase

Agreement and related documents, or in connection with the Tenet Transaction

(collectively, the "ADVANCES"), (B) Thomas a non-convertible secured promissory

note, in substantially the form of Exhibit A-2, and in a principal amount equal

to 20% of the Advances (collectively, the "NEW NOTES"), (C) Dr. Chaudhuri a

stock purchase warrant reflecting the right to purchase up to 60,000,000 shares

of the Company's Common Stock (but not to exceed 20% of the Company's

Fully-Diluted capital stock) in substantially the form of Exhibit B-1 and (D)

Thomas a stock purchase warrant reflecting the right to purchase up to

14,700,000 shares of the Company's Common Stock (but not to exceed 4.9% of the

Company's Fully-Diluted capital stock) in substantially the form of Exhibit B-2

(collectively, the "NEW WARRANTS"). Repayment of the New Notes shall be

guaranteed by OC-PIN pursuant to a General Continuing Guaranty substantially in

the form of Exhibit C.

4. CERTAIN AMENDMENTS.

(a) Section 1.7 of the Purchase Agreement is hereby amended by

deleting it in its entirety and replacing it with the following:

<PAGE>

"1.7 PRE-EMPTIVE RIGHTS.

1.7.1 GENERAL PRE-EMPTIVE RIGHT. Provided that Purchaser and

William E. Thomas ("THOMAS") have exercised their Stock Purchase

Warrants dated January 17, 2005, the Company hereby grants to

Purchaser and Thomas a right of first refusal with respect to future

sales by the Company of its equity securities or securities

convertible into or exercisable for equity securities, where

issuance of those securities would result in dilution of Purchaser's

and Thomas's combined equity position to less than 24.9% of the

Common Stock of the Company on a Fully-Diluted basis. Each time the

Company proposes to offer any shares of, or securities convertible

into or exercisable for any shares of, any class of the Company's

equity securities which would reduce Purchaser's and Thomas's

combined equity position to below 24.9% (the "NEW SHARES"), the

Company shall first make an offer to Purchaser and Thomas of such

portion of the New Shares which would maintain Purchaser's and

Thomas's combined equity position at a minimum of 24.9% (the "PRO

RATA SHARE"). The closing of the sale of the Pro Rata Share shall

occur simultaneously with the sale of the New Shares to other

investors, and the Pro Rata Share shall be priced equal to the

lowest price paid by any of the other investors, including any who

may be purchasing New Shares by virtue of similar pre-emptive or

other purchase rights.

1.7.2 TAG-ALONG RIGHT RELATING TO OC-PIN. The Company hereby

grants to Purchaser and Thomas a purchase right with respect to

future issuances by the Company of any of its securities to Anil V.

Shah, M.D. or Orange County Physicians Investment Network, or

affiliates of either of them (collectively, "OC-PIN GROUP"), where

the issuance of such additional shares of Common Stock would result

in the OC-PIN Group having been issued, in the aggregate, more than

187,240,000 shares of the Company's Common Stock on a Fully-Diluted

basis (as adjusted for any stock splits, dividends, combinations or

the like). Upon satisfaction of these conditions, Purchaser and

Thomas shall have the right to acquire, for a period of 90 days

following notification by the Company to Purchaser and Thomas that

the pre-emptive right is triggered (which notice shall be given

within 10 business days of such trigger), the same securities, and

at the same price, as the member of the OC-PIN Group purchasing the

Company's securities, in an amount that represents the same

proportion as Purchaser's and Thomas's combined holdings of the

Company's Common Stock on a Fully-Diluted basis bears to the OC-PIN

Group's combined holdings of the Company's Common Stock on a

Fully-Diluted basis immediately prior to the issuance in question.

1.7.3 EXCLUSIONS. The rights in this Section 1.7 shall not be

applicable to the issuance or sale of (i) securities issued pursuant

to stock splits, stock dividends, or similar transactions; (ii)

shares of Common Stock issued to employees, consultants, officers or

directors of the company pursuant to stock option plans or

restricted stock plans or agreements approved by the Company's Board

of Directors; (iii) securities issued to financial institutions or

lessors in connection with commercial credit arrangements, equipment

financings, commercial property lease transactions, or similar

transactions approved by the Board of Directors and not for the

purpose of raising capital, (iv) shares of Common Stock issued in an

underwritten public offering; or (v) securities issued in connection

with bona fide acquisition transactions approved by the Board of

Directors.

<PAGE>

1.7.4 TERMINATION. The pre-emptive rights in this Section 1.7

shall terminate and cease to have effect upon the earlier of (i) the

closing of an acquisition of the Company to an unrelated third party

or (ii) the later of one-half (3 1/2) years from the date of this

Agreement or the termination of any similar pre-emptive rights

granted to OC-PIN or its affiliates."

(b) Article II of the Purchase Agreement is hereby amended to

reflect that references to "Purchaser" or "the Holder" shall now mean Dr.

Chaudhuri and Thomas. The definition of "REGISTRABLE SECURITIES" contained in

Section 2.1 of the Purchase Agreement is hereby deleted in its entirety and

replaced with the following:

"`REGISTRABLE SECURITIES' means, collectively, any shares of common

stock of the Company issued to Kali P. Chaudhuri, M.D. or William E.

Thomas pursuant to Stock Purchase Warrants issued to those

individuals on January 17, 2005, and any securities issued or

issuable upon any stock dividend, stock split, recapitalization,

merger, consolidation or similar event with respect to such shares

of common stock. As to any particular Registrable Securities, such

securities shall cease to be Registrable Securities when (i) a

registration statement covering such securities shall have become

effective under the 1933 Act and such securities shall have been

disposed of in accordance with such registration statement, (ii)

such securities shall have been distributed to the public, or all

such securities may be sold publicly without registration, pursuant

to Rule 144 or Rule 144A (or any successor provisions ) under the

1933 Act, or (iii) such securities shall have ceased to be

outstanding."

5. AMENDMENT OF SECURITY AGREEMENT. The Security Agreement between the

Company and Dr. Chaudhuri dated September 28, 2004, is hereby amended to provide

that the secured parties are Dr. Chaudhuri and Thomas, and that the obligations

secured are the obligations under the New Notes and any other obligations of the

Company to Dr. Chaudhuri arising thereunder or under this Agreement; however,

the security interest securing the New Notes shall be terminated effective at

the closing of the Tenet Transaction. Dr. Chaudhuri (and Thomas if necessary)

shall execute and, if requested by the Company and the lender in the Tenet

Transaction, deliver to the escrow agent for the Tenet Transaction an executed

UCC termination statement to accomplish the foregoing.

<PAGE>

6. PAYMENT TO DR. CHAUDHURI; CERTAIN DISCLAIMERS. On the date of approval

of this Agreement by Tenet as contemplated by Section 9, OC-PIN shall pay, or

shall cause the Company to pay, or shall cause to be released from the Escrow

Fund, $10,000,000 plus the accrued interest in the Escrow Fund to Dr. Chaudhuri,

in immediately available funds. Nothing in this Agreement or any of the exhibits

hereto shall be effective or of any force and effect until Dr. Chaudhuri has

received this payment of $10,000,000 plus accrued interest. Any agreements or

arrangements between OC-PIN and the Company with respect to this payment of

$10,000,000 plus accrued interest shall be pursuant to a separate agreement

between them, and Dr. Chaudhuri shall have no involvement therewith or

responsibility therefor. Furthermore, Dr. Chaudhuri makes, and the Company and

OC-PIN expressly acknowledge that Dr. Chaudhuri has made, no representations or

warranties to OC-PIN or the Company or any of their affiliates regarding the

Company, OC-PIN, OC-PIN's financial wherewithal, the Tenet Transaction, the

financing related to the Tenet Transaction (or the Company's ability to obtain

it), licensing (or the Company's ability to obtain it) or any other matter

relating in any way to OC-PIN's investment in or other financial arrangements

with the Company. Each of the Company and OC-PIN has done its own independent

investigation of the other, and is fully satisfied with the results of those

investigations. The Company and OC-PIN hereby agree to indemnify, defend and

hold Dr. Chaudhuri harmless from and against any claims, liabilities or losses

incurred by either of them as a result of the financial or other arrangements

between them.

7. AMENDMENT AND EXERCISE OF AMENDED AND RESTATED REAL ESTATE PURCHASE

OPTION. Pursuant to Section 3 of the Option Agreement dated September 28, 2004,

as amended and restated on November 16, 2004 ("LLC OPTION AGREEMENT"), Dr.

Chaudhuri currently has an option to purchase 100% of the membership interests

of the LLC (as defined in the LLC Option Agreement) for $5,000,000. The LLC

Option Agreement is hereby amended to provide that Dr. Chaudhuri's option shall

be to purchase 49% of the membership interests of the LLC for $2,450,000, and

may be assigned to and exercised by an affiliate of Dr. Chaudhuri. Dr. Chaudhuri

hereby exercises that option, as so amended, such exercise to be conditioned

upon, and effective at, the Closing (as defined in the Asset Sale Agreement) of

the Tenet Transaction. The exercise is also conditioned upon (a) receipt by Dr.

Chaudhuri of receipt of evidence satisfactory to him that OC-PIN has acquired

the remaining 51% of the LLC membership interests simultaneously with Dr.

Chaudhuri's acquisition of the 49% interest, (b) receipt by Dr. Chaudhuri of

receipt of evidence satisfactory to him that the LLC has acquired the real

estate (owned in fee) in the Tenet Transaction (i.e. Western Medical Center -

Santa Ana, Western Medical Center - Anaheim and Coastal Community Hospital and

the medical office buildings, but not the leased Chapman Hospital and medical

office building), (c) execution by Dr. Chaudhuri, OC-PIN and Dr. Shah, and by

the Company if initially required, of a customary Operating Agreement for a

California manager-managed limited liability company reasonably satisfactory to

Dr. Chaudhuri and OC-PIN in which (i) Dr. Chaudhuri and Dr. Shah have equal

rights of management of the LLC, and (ii) Dr. Chaudhuri may not sell, syndicate

or otherwise transfer any of his management rights in the LLC without the

consent of the holder(s) of a majority of the LLC membership interests (although

it is expressly understood that Dr. Chaudhuri may hold title to the LLC

membership interests through an affiliate), and (d) execution by the Company, as

tenant, of a lease with the LLC, as landlord, in substantially the form of

Exhibit D. The exercise price shall be placed into escrow and released against

delivery of certificates or other satisfactory evidence of transfer to Dr.

Chaudhuri or an affiliate of 49% of the membership interests of the LLC. The

Company and OC-PIN agree to comply with all of the aforesaid covenants which

may, at Dr. Chaudhuri's election, be specifically enforced as provided in

Section 11.6.

<PAGE>

8. CERTAIN AGREEMENTS RELATED TO TENET TRANSACTION AND RELATED FINANCING.

The parties have agreed as follows with respect to the Tenet Transaction and the

proposed $80,000,000 credit facility ("FACILITY") from Company's current Lender,

or other lender agreeable to the parties ("LENDER") related thereto:

(a) The Company and the LLC shall be co-borrowers with respect to

the Facility, with the Company and the LLC each fully liable for the entire

amount borrowed thereunder.

(b) The Company and the LLC will enter into a mutually acceptable

inter-borrower and cross-indemnity agreement.

interest not only in all of the assets of the Company and the LLC, but also in

all LLC membership interests and in the master lease from the LLC to the

Company.

9. CONDITIONS PRECEDENT. This Agreement, and specifically Dr. Chaudhuri's

and Thomas's obligations hereunder, are expressly conditioned upon Tenet's

acceptance of the restructuring and other terms set forth herein, and, because

Dr. Chaudhuri is rescinding his right to receive any interest in the Chapman

Hospital real estate, upon Tenet's release of Dr. Chaudhuri's guarantee in

Tenet's favor of the tenant's obligations under the Chapman Hospital lease. Dr.

Shah shall provide his personal guarantee of the tenant's obligations in place

of that of Dr. Chaudhuri, in a for substantially identical to the form of

guaranty provided by Dr. Chaudhuri to Tenet. The provisions of this Agreement,

including the exhibits hereto, shall only be effective upon (i) receipt by Dr.

Chaudhuri of written evidence reasonably satisfactory to him, and executed by

Tenet, setting forth Tenet's acceptance and release as described above, (ii)

receipt by Dr. Chaudhuri of the payment of $10,000,000 plus accrued interest

referred to in Section 6, (iii) receipt by Dr. Chaudhuri and Thomas of fully

executed originals of the New Notes and New Warrants, and (iv) execution and

delivery of a mutually agreeable Operating Agreement for the LLC pursuant to

Section 7 above. If all of the foregoing conditions are not fully satisfied by

5:00 p.m. on January 31, 2005, Dr. Chaudhuri shall be entitled to terminate this

Agreement, in which case nothing in this Agreement, including all rescissions,

amendments and restructurings, shall be of any force or effect.

10. MUTUAL RELEASE. Except with respect to obligations created in or

expressly continued by this Agreement and in the New Warrants and New Notes,

each of Dr. Chaudhuri and Thomas, on the one hand, and the Company and OC-PIN,

on the other hand, on behalf of themselves and their successors and assigns,

hereby release and discharge the other and the other's representatives,

officers, directors, agents, employees, attorneys, successors and assigns from

any claims, demands, actions, causes of action, losses and liabilities of any

kind or nature whatsoever that the party may have, may have had in the past, or

may have in the future, whether known or unknown, suspected or unsuspected, now

due or contingent, to the full extent that any such claim, demand, action, cause

of action, loss or liability arises out of or is in any way related to the

Purchase Agreement, the Convertible Note, the Secured Note, the Stock Option

Agreement, the Tenet Transaction or OC-PIN's investment in or other financial

arrangements with the Company. Each of the parties hereby acknowledges and

agrees that he or it is aware of, has read, has had explained to him or it by

independent counsel of his or its own choosing, understands, and hereby waives

the provisions of California Civil Code Section 1542, which reads:

<PAGE>

A general release does not extend to claims which the creditor does

not know or suspect to exist in his favor at the time of executing

the release, which, if known by him must materially have affected

his settlement with the debtor.

Dr. Chaudhuri also agrees to release the individual members of the Medical

Staff, as that term is defined in the Agreement dated as of January 25, 2005

among the Company, Dr. Chaudhuri, Chapman Medical Center, Inc., Coastal

Communities Hospital, Inc.; WMCA, Inc. and WMC-SA, Inc. and the Medical Staff of

Western Medical Center - Santa Ana, an unincorporated association (the "STAFF

AGREEMENT"), as more specifically set forth in Section 11 of the Staff

Agreement.

11. MISCELLANEOUS.

11.1 AMENDMENT. This Agreement may be modified or amended only by

mutual written agreement of the parties. Any such modification or amendment must

be in writing, dated and signed by the parties and attached to this Agreement.

11.2 BINDING EFFECT. Subject to the foregoing, this Agreement shall

be binding on and shall inure to the benefit of the parties and their respective

successors and assigns.

11.3 ATTORNEYS' FEES. In any action or dispute, at law or in equity,

that may arise under or otherwise relate to this Agreement, the prevailing party

shall be entitled to the award of reasonable attorneys' fees and costs, in

addition to whatever relief the prevailing party may be awarded; provided,

however, that so long as the present Company Board of Directors remains in

place, the parties agree to bear their own fees and costs in the event of any

dispute.

11.4 VENUE. The parties agree that Orange County, California shall

be the only proper venue for disputes related to this Agreement.

11.5 ENTIRE AGREEMENT. This Agreement, along with the New Notes, New

Warrants and General Continuing Guaranty, and the Purchase Agreement and the

Security Agreement, as amended hereby, represents the entire understanding and

agreement of the parties regarding its subject matter, and supersedes any prior

oral or written agreements, representations, understandings or discussions

between the parties. No other understanding between the parties shall be binding

on them unless set forth in writing and signed by the party against whom the

understanding is to be enforced.

11.6 SPECIFIC PERFORMANCE. The parties acknowledge that the LLC

membership interests, the real estate to be acquired by the LLC, the New Notes

and the New Warrants are unique, and that damages would not be an adequate

remedy for Dr. Chaudhuri and Thomas in the event of the Company's or OC-PIN's

failure to perform any of their obligations hereunder and under the New Warrants

(including, without limitation, its obligation to deliver the Shares if Dr.

Chaudhuri or Thomas elects to exercise his New Warrant). As a result, the

parties agree that this Agreement may be enforced by any party by specific

performance.

<PAGE>

11.7 GOVERNING LAW. This Agreement shall be construed in accordance

with and governed by the laws of the State of California, except the conflicts

of laws provisions that would require the application of the laws of any other

jurisdiction.

11.8 HEADINGS. The headings in this Agreement are intended solely

for convenience of reference and shall be given no effect in the construction or

interpretation of this Agreement.

11.9 MEANING OF CERTAIN WORDS. Wherever the context may require, any

pronouns used in this Agreement shall include the corresponding masculine,

feminine, or neuter forms, and the singular form of nouns shall include the

plural and vice versa.

11.10 NO THIRD-PARTY BENEFICIARY RIGHTS. The parties do not intend

to confer and this Agreement shall not be construed to confer any rights or

benefits to any person, firm, corporation or entity other than the parties.

11.11 NOTICES. All notices or communications required or permitted

under this Agreement shall be given in writing and delivered personally or sent

by United States registered or certified mail with postage prepaid and return

receipt requested or by overnight delivery service (e.g., Federal Express, DHL).

Notice shall be deemed given when sent, if sent as specified in this Section, or

otherwise deemed given when received. In each case, notice shall be delivered or

sent to:

IF TO COMPANY, ADDRESSED TO:

Integrated Healthcare Holdings, Inc.

695 Town Center Drive, Suite 260

Costa Mesa, CA 92626

Attention: Chief Executive Officer

IF TO DR. CHAUDHURI OR TO THOMAS, ADDRESSED TO:

c/o Strategic Global Management, Inc.

6800 Indiana Avenue, Suite 130

Riverside, CA 92506

Attention: William E. Thomas, Esq.

IF TO DR. SHAH OR TO OC-PIN, ADDRESSED TO:

c/o Orange County Physicians Investment Network, LLC

2621 S. Bristol Street, Suite 108

Santa Ana, CA 92704

Attention: Anil V. Shah, Manager

11.12 SEVERABILITY. If any provision of this Agreement is determined

to be illegal or unenforceable, that provision shall be severed from this

Agreement, and such severance shall have no effect upon the enforceability of

the remainder of this Agreement.

<PAGE>

11.13 WAIVER. No delay or failure to require performance of any

provision of this Agreement shall constitute a waiver of that provision as to

that or any other instance. Any waiver granted by a party must be in writing to

be effective, and shall apply solely to the specific instance expressly stated.

11.14 CONFIDENTIALITY. Neither party shall disclose any of the terms

of this Agreement to any person or entity (other than its attorneys or

accountants) without the prior written consent of the other party, unless and

only to the extent such disclosure is required by law, including the 1933 Act.

11.15 DISPUTE RESOLUTION. In the event of any dispute arising out of

or relating to this Agreement, such dispute shall be resolved solely and

exclusively by confidential binding arbitration with the Orange County branch of

JAMS ("JAMS") to be governed by JAMS' Commercial Rules of Arbitration in effect

at the time of the commencement of the arbitration (the "JAMS RULES") and heard

before one arbitrator. The parties shall attempt to mutually select the

arbitrator. In the event they are unable to mutually agree, the arbitrator shall

be selected by the procedures prescribed by the JAMS Rules.

11.16 COUNTERPARTS. This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original, and all of which

together shall constitute one and the same instrument.

* * *

[SIGNATURES ON FOLLOWING PAGE]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed and delivered as of the date first written above.

THE COMPANY: INTEGRATED HEALTHCARE HOLDINGS,

INC., a Nevada corporation

By: /s/ Larry B. Anderson

-------------------------------------

Larry B. Anderson, President

DR. CHAUDHURI: /s/ Kali P. Chaudhuri

-----------------------------------------

KALI P. CHAUDHURI, M.D.

OC-PIN: ORANGE COUNTY PHYSICIANS

INVESTMENT NETWORK, LLC, a Nevada

limited liability company

By: /s/ Anil V. Shah

-------------------------------------

Anil V. Shah, M.D., Manager

For purposes of Sections 3 and 10 only:

I hereby accept the assignment of a portion of Dr. Chaudhuri's rights as set

forth in Section 3, and agree to be bound by the provisions of a Stock Purchase

Warrant substantially in the form attached hereto as Exhibit B-2, and by the

provisions of Section 10. Except as expressly set forth above, I am not a party

to this Agreement and have given no representations, warranties or assurances to

any person.

THOMAS: /s/ William E. Thomas

-----------------------------------------

WILLIAM E. THOMAS

For purposes of Sections 2(a) and 9 only:

I hereby agree to the rescission of the Non-Circumvention Agreement on the terms

and conditions set forth in Section 2(a), and to providing a personal guarantee

as set forth in Section 9. Except as expressly set forth above, I am not a party

to this Agreement and have given no representations, warranties or assurances to

any person.

DR. SHAH /s/ Anil V. Shah

-----------------------------------------

ANIL V. SHAH, M.D.

<PAGE>

Approved as to form:

----------------------------------------

Gregg Amber, Esq. of Rutan & Tucker, LLP

attorneys for Dr. Chaudhuri

----------------------------------------

Allen Z. Sussman, Esq. of Morrison &

Foerster, LLP

attorneys for the Company

----------------------------------------

Hari S. Lal, Esq. of The Lal Law Firm,

Inc.

attorneys for Dr. Shah and OC-PIN

<PAGE>

EXHIBIT A-1

FORM OF

NON-CONVERTIBLE NOTE

$__________ Costa Mesa, California

January 27, 2005

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, INTEGRATED HEALTHCARE HOLDINGS, INC.,

a Nevada corporation (the "COMPANY"), promises to pay to the order of Kali P.

Chaudhuri, M.D. ("HOLDER"), at c/o 6800 Indiana Avenue, Suite 130, Riverside,

California 92506, or at such other location as is designated by Holder in

writing hereunder, the aggregate sum of ________________ Dollars ($_______),

bearing simple interest on the unpaid principal balance of this Note, from the

date of this Note until this Note is paid in full at a rate of five percent

(5.0%) per annum. Accrued interest shall be computed based on the actual number

of days elapsed. Interest only shall be payable on the first Business Day of

each calendar month beginning February 1, 2005. All principal and accrued but

unpaid interest will be due and payable in full at the Closing of the Tenet

Transaction, or on demand at any time after February 28, 2005 if the Tenet

Transaction has not closed by that date (the "DUE DATE"). All payments shall be

made in lawful money of the United States, without offset, deduction, or

counterclaim of any kind.

1. TERMS. Capitalized terms used herein without definition have the

meanings ascribed to them in the Rescission, Restructuring and Assignment

Agreement of even date herewith by and among the Company, Holder and certain

other parties thereto.

2 PAYMENTS AND COMPUTATIONS. All payments on account of indebtedness

evidenced by this Note shall be made not later than 11:00 A.M. (California time)

on the day when due in lawful money of the United States and shall be first

applied to interest due on the unpaid principal balance and the remainder to any

principal due. Payments are to be made at such place as Holder or any legal

holder of this Note may, from time to time, in writing specify, and in the

absence of a specification, at the principal place of business of Holder as set

forth in the first paragraph of this Note. The Company may pre-pay the full

amount of all principal of and accrued interest under this Note at any time

without premium or penalty.

3. SECURITY. Repayment of this Note is secured pursuant to the terms of a

Security Agreement dated September 28, 2004, and is guarantied by a Continuing

General Guaranty dated January 27, 2005 by Orange County Physicians Investment

Network, LLC.

4. ATTORNEYS' FEES. If any action is instituted on this Note, the

successful or prevailing party or parties shall be entitled to recover

reasonable attorneys' fees and other costs incurred in that action or

proceeding, in addition to any other relief to which the party or parties may be

entitled. Diligence, demand, presentment, notice of dishonor, and protest are

waived by the Company, and any and all makers, sureties, guarantors, and

endorsers of this Note, and their successors and assigns. Time is of the essence

for every obligation under this Note.

<PAGE>

6. LAW. This Note shall be construed under the laws of the State of

California, as such laws are applied to contracts entered into and performed

entirely within that state by residents thereof.

7. RULES OF CONSTRUCTION/REPRESENTATION. The parties agree that they are

sophisticated business persons or entities who have had the opportunity to be

represented by counsel during the negotiation and execution of this Note and,

therefore, waive the application of any law, regulation, holding or rule of

construction providing that ambiguities in an agreement or other document will

be construed against the party drafting such agreement or document.

8. DISPUTE RESOLUTION. In the event of any dispute arising out of or

relating to this Note, such dispute shall be resolved solely and exclusively by

confidential binding arbitration with the Orange County branch of JAMS ("JAMS")

to be governed by JAMS' Commercial Rules of Arbitration in effect at the time of

the commencement of the arbitration (the "JAMS RULES") and heard before one

arbitrator. The parties shall attempt to mutually select the arbitrator. In the

event they are unable to mutually agree, the arbitrator shall be selected by the

procedures prescribed by the JAMS Rules. Each party shall bear its own

attorneys' fees, expert witness fees, and costs incurred in connection with any

arbitration.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of

the day and year and at the place first above written.

INTEGRATED HEALTHCARE HOLDINGS, INC.

By:

--------------------------------------

Larry B. Anderson, President

<PAGE>

EXHIBIT A-2

FORM OF

NON-CONVERTIBLE NOTE

$__________ Costa Mesa, California

January 27, 2005

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, INTEGRATED HEALTHCARE HOLDINGS, INC.,

a Nevada corporation (the "COMPANY"), promises to pay to the order of William E.

Thomas ("HOLDER"), at c/o 6800 Indiana Avenue, Suite 130, Riverside, California

92506, or at such other location as is designated by Holder in writing

hereunder, the aggregate sum of ________________ Dollars ($_______), bearing

simple interest on the unpaid principal balance of this Note, from the date of

this Note until this Note is paid in full at a rate of five percent (5.0%) per

annum. Accrued interest shall be computed based on the actual number of days

elapsed. Interest only shall be payable on the first Business Day of each

calendar month beginning February 1, 2005. All principal and accrued but unpaid

interest will be due and payable in full at the Closing of the Tenet