AMENDMENT TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK

Exhibit 10.3

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (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 Warrant (as defined below).

WHEREAS, Company executed that certain Amended and Restated Warrant to Purchase Common Stock dated January 18, 2007 (the “ Amended and Restated Warrant ”) granting Holder the right to purchase up to One Million Three Hundred Thousand (1,300,000) shares of common stock of the Company;

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

WHEREAS, pursuant to Section 9 of the Amended and Restated Warrant, the Required Holders by an affirmative vote approved the amendment to the Amended and Restated Warrant.

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

1.   Exercise Price .  Section 1(b) of the A