S-1/A

As filed with the Securities and Exchange Commission on May 19 , 2004

Registration No. 333-112353

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HYTHIAM, INC.
(Exact name of registrant as specified in its charter)

Delaware	8090	88-0464853
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
(310) 444-4300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John C. Kirkland, Esq.
Greenberg Traurig, LLP
2450 Colorado Avenue, Suite 400E
Santa Monica, California 90404
(310) 586-7700

(Address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [    ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [    ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [    ]

If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. [    ]

CALCULATION OF ADDITIONAL REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Additional Amount to be Registered(2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Additional Registration Fee
Common Stock, par value $0.0001 per share	360,000	$4.15	$1,494,000	$189.29

(1)The calculation of additional registration fee pursuant to Rule 457(a) under the Securities Act of 1933 relates solely to an additional 360,000 shares of common stock, par value $0.0001 per share, added by this amendment.

(2)Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. The amount to be registered is based on the maximum number of shares of the registrant's common stock that may be sold by the Selling Shareholders.

(3)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The offering price per share and aggregate offering price are based upon a price per share of $4.15, the closing sales price of the registrant's common stock on May 14, 2004, as reported on the American Stock Exchange.

The information in this preliminary prospectus is not complete and may be changed without notice. The Selling Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and the Selling Shareholders are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.

The information in this preliminary prospectus is not complete and may be changed without notice. The Selling Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and the Selling Shareholders are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED ____________, 2004

PROSPECTUS

10,967,528 Shares

Common Stock

This prospectus relates to the resale of up to 10,967,528 shares of common stock, par value $0.0001 per share, of Hythiam, Inc., a Delaware corporation, that the shareholders whom we refer to in this document as the “Selling Shareholders” may offer from time to time. As used in this prospectus, “Selling Shareholders” includes the Selling Shareholders named in the table under the section titled “Selling Shareholders” beginning on page 13 of this prospectus. The shares of our common stock being offered by this prospectus were previously issued to the Selling Shareholders or are issuable on the exercise of warrants for such shares. References in this prospectus to “Hythiam,” “we,” “our,” “us” and the “company” refer to the registrant, Hythiam, Inc., a Delaware corporation.

As described in this prospectus under the section titled “Use of Proceeds,” except for the exercise price upon the exercise of warrants, we will not receive any of the proceeds from the sale of the shares of our common stock by the Selling Shareholders.

Subject to the restrictions described in this prospectus, the Selling Shareholders (directly, or through agents or dealers designated from time to time) may sell the shares of our common stock being offered by this prospectus from time to time until March 1, 2005, on terms to be determined at the time of sale. If this prospectus is not amended prior to that date, unsold shares subject to this prospectus will be deregistered. The Selling Shareholders may at that time be able to sell their shares in accordance with the provisions of Rule 144(d) of the Securities Act of 1933. The prices at which these shareholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. To the extent required, the number of shares of our common stock to be sold, the purchase price, the public offering price, the names of any such agent or dealer and any applicable commission or discount with respect to a particular offering will be set forth in an accompanying prospectus supplement. See “Plan of Distribution” beginning on page 25.

Our common stock is quoted on the American Stock Exchange under the symbol “HTM.” On May 14, 2004, the last reported sale price of our common stock as reported on the Amex was $4.15 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 3 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 18, 2004

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	3
Risks Related to Our Business	3
Risks Related to Our Intellectual Property	6
Risks Related to Our Industry	7
Risks Related to Our Common Stock	11
Cautionary Statement Concerning Forward-Looking Information	12
Use of Proceeds	13
Dividend Policy	13
Selling Shareholders	13
Plan of Distribution	25
Description of Capital Stock	27
Legal Matters	28
Business	28
Property	38
Legal Proceedings	38
Market for Our Securities	39
Selected Financial Data	40
Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Quantitative and Qualitative Disclosures About Market Risk	45
Management	46
Executive Compensation	49
Security Ownership of Certain Beneficial Owners and Management	52
Certain Relationships and Related Transactions	52
Indemnification Under Our Certificate of Incorporation and Bylaws	53
Where You Can Find Additional Information	53
Index to Financial Statements	F-1

i

PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, especially “Risk Factors” and our financial statements and related notes.

Our Business

     Hythiam™ is a development-stage healthcare services management company. We have been unprofitable since our inception and we expect to incur substantial additional operating losses for at least the foreseeable future as we increase expenditures on research and development, implement commercial operations and allocate significant and increasing resources to sales, marketing and other start-up activities. Accordingly, our activities to date are not as broad in depth or scope as the activities we may undertake in the future, and our historical operations and financial information are not necessarily indicative of the future operating results or financial condition or ability to operate profitably as a commercial enterprise.

     We were formed for the purpose of researching, developing, licensing and commercializing innovative technology to improve the treatment of alcoholism and drug addiction. Our technology is focused on treating addiction at the source—the brain. Our proprietary, patented and patent-pending treatment protocols are designed to treat addiction by stabilizing neurological function.

     We license our HANDS Treatment Protocol™ to healthcare providers to treat addictions to alcohol, cocaine and other addictive stimulants—as well as combinations of these drugs. HANDS™ is a medically supervised treatment process in which designated prescription medications are administered in specific sequences, amounts and rates under the supervision of a licensed physician. The treatment is designed for detoxification, or the medically managed withdrawal from the psychoactive substance. HANDS also seeks neurostabilization, or stabilizing the patient’s brain chemistry, in order to eliminate cravings, enhance cognitive function and facilitate a pain-free withdrawal, thereby resulting in accelerated recovery.

     For the treatment of alcoholism, cocaine and other addictive stimulants, the HANDS Treatment Protocol consists of two to three consecutive days of treatment in a hospital or licensed healthcare facility, thereby reducing inpatient treatment time. Our protocols do not use sedating medications such as long-acting benzodiazepines, and therefore do not require either gradually tapering off such medications or a washout period to allow the patient to fully recover from the sedative effects of such medications. Limited initial results indicate that our protocols may significantly reduce or eliminate withdrawal symptoms, have significantly higher completion rates than conventional treatments, and reduce or eliminate the physical cravings that can be a major factor in relapse.

     We generate revenues by charging fees to licensed healthcare providers for access to our proprietary protocols and the right to use them in treating their patients, and for providing administrative management services in connection with the HANDS treatments. HANDS is currently used only for private pay patients, and no reimbursement is sought from Medicare, health insurers or other third-party payors. The administrative services we offer to health care providers include providing on-site liaisons, client and hospital education, continuing care information, marketing and sales support, data collection and aggregation, patient registration and patient follow-up data collection.

     We also provide hospitals and attending physicians with information and administrative services to facilitate continuing care services, that help patients rebuild their lives after recovering from the physical effects of addiction and learn new life skills to maintain sobriety.

     We believe that the structure of our business and operations as outlined above will be in substantial compliance with applicable laws and regulations. However, the healthcare industry is highly regulated, and the criteria are often vague and subject to change and interpretation by various federal and state legislatures, courts, enforcement and regulatory authorities. Our commercial viability is therefore subject to the legal and regulatory risks outlined in the “Risk Factors” section beginning on page 3 of this prospectus.

Our Offices

     We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025, and our telephone number is (310) 444-4300. Our website is located at www.hythiam.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information on our website a part of this prospectus.

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The Offering

Hythiam common stock offered by Selling Shareholders	10,967,528 shares(1)
Hythiam common stock authorized and outstanding            as of May 17, 2004	24,975,207 shares
Use of proceeds	We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus
Transfer Agent	American Stock Transfer & Trust Company
Amex Symbol	HTM

___________

(1)Based on the estimated maximum number of shares of our common stock that may be sold by the Selling Shareholders named in this prospectus.

     The Selling Shareholders may sell the shares of our common stock subject to this prospectus from time to time and may also decide not to sell all the shares they are allowed to sell under this prospectus. The Selling Shareholders will act independently of Hythiam in making decisions with respect to the timing, manner and size of each sale. Furthermore, the Selling Shareholders may enter into hedging transactions with broker-dealers in connection with distributions of shares or otherwise.

About this Prospectus

     This prospectus is part of a registration statement that we are filing with the Securities and Exchange Commission, or the “SEC,” on behalf of the Selling Shareholders, who are named in the table under the section titled “Selling Shareholders” beginning on page 11 of this prospectus, utilizing a “shelf” registration process. Under this shelf registration process, the Selling Shareholders may, from time to time until this registration statement is withdrawn from registration by Hythiam, sell the shares of our common stock being offered under this prospectus in one or more offerings.

     This prospectus provides you with a general description of the securities that the Selling Shareholders may offer. To the extent required, the number of shares of our common stock to be sold, the purchase price, the public offering price, the names of any agent or dealer and any applicable commission or discount with respect to a particular offering by any Selling Shareholder may be set forth in an accompanying prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described in the section titled “Where You Can Find Additional Information,” beginning on page 53.

     You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not, and the Selling Shareholders may not, authorized anyone to provide you with different information. We are not, and the Selling Shareholders are not, making an offer of the shares of our Common Stock to be sold under this prospectus in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any related prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus or the related prospectus supplement, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. We undertake no obligation to publicly update or revise such information, whether as a result of new information, future events or any other reason.

     Prior to making a decision about investing in our common stock, you should carefully consider the specific risks contained in the section titled “Risk Factors” below, and any applicable prospectus supplement, together with all of the other information contained in this prospectus and any prospectus supplement or appearing in the registration statement of which this prospectus is a part.

     HANDS™, HANDS Treatment Protocol™, Hythiam™ and the Hythiam logo are trademarks of Hythiam. All other trademarks and trade names referred to in this prospectus are the property of their respective owners.

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RISK FACTORS

     An investment in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the specific risks detailed in this “Risk Factors” section and any applicable prospectus supplement, together with all of the other information contained in this prospectus and any prospectus supplement. If any of these risks occur, our business, results of operations and financial condition could be harmed, the price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We are a development stage company with a limited operating history

     We are a development stage company with a very limited history of operations. We were formed in February 2003, commenced operations in June 2003, and began generating limited revenues in the third quarter of 2003. Investors have no substantive financial information on prior operations to evaluate the company as an investment. Our potential future success must be viewed in light of the problems, expenses, difficulties, delays and complications often encountered in the formation of a new business. We will be subject to the risks inherent in the ownership and operation of a startup development stage company such as regulatory setbacks and delays, fluctuations in expenses, competition, the general strength of regional and national economies, and governmental regulation. Any failure to successfully address these risks and uncertainties would seriously harm our business and prospects.

We expect to continue to incur operating losses, and may not be able to raise necessary additional funds

     We have not generated significant revenues or become profitable, may never do so, and may not generate sufficient working capital to cover the cost of operations. We had revenues of $75,000 in 2003 and $67,000 in the first quarter of 2004, all generated from a single hospital. Our accumulated deficit through March 31, 2004 was $6.6 million. We anticipate that operating deficits will continue to arise during the next 12 to 18 months of our operations. Because many of our costs generally will not decrease with decreases in revenues, the cost of operating the company will exceed the income therefrom during this period. No party has guaranteed to advance additional funds to us to provide for any such operating deficits. Our cash reserves were $16.6 million and $13.9 million at December 31, 2003 and March 31, 2004, respectively, with a current cash burn rate of approximately $1 million per month. If our revenues do not increase significantly, our operating deficits will extend beyond the reserves we have, and we will be required to seek additional funds.

     We may seek additional funding through public or private financings or collaborative arrangements. If we obtain additional capital through collaborative arrangements, these arrangements may require us to relinquish greater rights to our technologies and protocols than we might otherwise have done. If we raise additional capital through the sale of equity, or securities convertible into equity, further dilution to our then existing stockholders will result. If we raise additional capital through the incurrence of debt, our business may be affected by the amount of leverage we incur, and our borrowings may subject us to restrictive covenants. Additional funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing on a timely basis, we may be required to delay, reduce or stop operations, any of which would have a material adverse effect on our business.

We are dependent on third party healthcare providers licensing and using our products and services

     The need to conduct the HANDS Protocol under the guidance of a physician requires us to enter into licenses with hospitals or other treatment facilities in order to provide convenient treatment access points for patients. Our sales are therefore dependent to a significant degree upon the relationships we can establish with hospitals and other healthcare facilities to utilize our protocols in treating their patients. To date, all of our revenues have been derived from licensing fees from only one hospital, and only two hospitals have entered into agreements with us. Rollout is anticipated to be dependent on our ability to negotiate and conclude licensing agreements with hospitals within major metropolitan areas across the country. If we are unable to enter into similar arrangements with additional healthcare providers for any reason, that would significantly limit our growth potential and negatively impact our business prospects. In addition, if hospitals do not generate sufficient patient volume and revenue they may not be willing to carry or continue to offer our products and services.

     The success of our protocols is ultimately dependent upon referrals of patients to facilities that license our technology and upon the use of our protocols by physicians in treating their patients. There is no requirement for physicians to refer their patients to facilities that license our protocols, or to use our protocols in treating their patients. They are free to refer patients to any other addiction treatment service, program or facility, and to treat their patients using whatever method they determine to be in the patients’ best interests. The failure of our products and services to generate physician referrals to facilities that use our products and services, or the loss of key referring physicians or physicians that use our protocols could have a material adverse effect on operations and could adversely affect our revenues and earnings.

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We may be dependent on third party collaborations to develop our products and services

     Our future success will depend in part on establishing and maintaining effective strategic partnerships and collaborations to gain access to treatment modalities, expand and complement our research, development and commercialization capabilities, and reduce the cost of developing and commercializing protocols on our own. While we are in discussions with a number of companies and institutions to establish relationships and collaborations, we may not reach definitive agreements with any of them. Even if we enter into these arrangements, we may not be able to maintain these relationships or establish new ones in the future on acceptable terms. Furthermore, these arrangements may require us to grant rights to third parties or may have other terms that are burdensome to us, and may involve the acquisition of our securities. Our partners may decide to develop alternative technologies either on their own or in collaboration with others. If any of our partners terminate their relationship with us or fail to perform their obligations in a timely manner, the development or commercialization of our potential technology and protocols may be substantially delayed.

We may fail to successfully manage and maintain the growth of our business

     As we implement commercial operations and continue expanding our sales and marketing activities, this expansion could put significant strain on our management, operational and financial resources. To manage future growth, we will need to continue to hire, train and manage additional employees, particularly a specially-trained sales force to market our protocols. Concurrent with expanding our operational and marketing activities, we will also be increasing our research and development activities, most significantly the development of protocols for other types of addictions, with the expectation of ultimately commercializing those products. We have maintained a small financial and accounting staff, and our reporting obligations as a public company, as well as our need to comply with the requirements of the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission and the American Stock Exchange, will place significant demands on our financial and accounting staff, on our financial, accounting and information systems and on our internal controls. As we grow, we will need to add additional accounting staff and continue to improve our financial, accounting and information systems and internal controls in order to fulfill our reporting responsibilities and to support growth in our business. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our anticipated growth or management will be able to hire, train, retain, motivate and manage required personnel. Our failure to manage growth effectively could limit our ability to achieve our marketing and commercialization goals or to satisfy our reporting and other obligations as a public company.

Our treatment protocols may not be as effective as we believe them to be

     Our belief in the efficacy of our treatment protocols is based on a limited number of unpublished studies, primarily in Spain, and our very limited initial experience with a small number of patients in the United States. Such results may not be statistically significant, have not been subjected to detailed scientific scrutiny, and may not be indicative of the long-term future performance of our protocols. While we have not experienced such problems, if our treatment protocols cannot be effectively implemented on a large scale basis or the initially indicated results cannot be successfully replicated, we may be unable to implement our business model.

Our marketing efforts may not result in acceptance of our protocols in the marketplace

     While we have been able to generate initial interest in our protocols among a limited number of healthcare providers, there can be no assurance that our efforts or the efforts of others will be successful in fostering acceptance of our protocols in the target markets. Marketplace acceptance of our protocols may largely depend upon healthcare providers’ interpretation of our limited data, or upon reviews and reports that may be given by private independent research groups. In the event the testing by such groups does not give our treatment technology high approval ratings, it is unlikely we will be able to achieve significant market acceptance.

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     Although there are certain expectations with respect to the projected results of promotion activities, particular promotions may not reach anticipated levels of success. If early marketing and promotion is not successful, the likelihood of expending all of our funds prior to reaching a level of profitability will be increased.

Our industry is highly competitive, and we may not be able to compete successfully

     The healthcare business in general, and the addiction treatment business in particular, are highly competitive. Hospitals and healthcare providers that treat addiction are highly competitive and we must convince them that they will benefit by use of our protocols. We will compete with many types of addiction treatment facilities and other service providers, many of whom are more established and better funded than we are. Many of these other products and services are well established in the same markets we will target, have substantial sales volume, and are provided and marketed by companies with much greater financial resources, facilities, organization and experience than we have.

     The addiction medication naltrexone is marketed by a number of generic pharmaceutical companies as well as under the trade name ReVia® by Bristol Myers Squibb. Although naltrexone must be administered on a chronic or continuing basis and is associated with relatively high rates of side effects, including nausea, it has been shown to reduce cravings in the treatment of alcoholism. U.S. sales are estimated to be just under $25 million per year for this treatment. There are also a number of companies reported to be developing medications for reducing craving in the treatment of alcoholism. These include:

• Alkermes is developing a depot form of naltrexone. This product is a long-acting injectable form of naltrexone intended to be administered by a physician via monthly injections. A recent press release reports the product was found to reduce the rate of heavy drinking in males by 25% to 48% relative to placebo , depending upon dosage, but to have no statistically significant impact on drinking in women. Alkermes reports that it intends to submit an NDA to the FDA by the end of 2004.
  

• Merck AG is developing acamprosate, an NMDA antagonist. The product must be taken two to three times per day on a chronic or long-term basis.
  

     We see these products as being potentially useful during the continuing care phase of treatment following treatment by the HANDS Protocols, but not being directly competitive. To the best of our knowledge, there are no treatments or medications approved, marketed or in development within the U.S. that reduce the cravings for cocaine, methamphetamine or other additive prescription psychostimulants. However, our competitors may develop and introduce new processes and products that are equal or superior to our protocols in treating addictions. Accordingly, we may be adversely affected by any new processes and technology developed by our competitors.

     There are approximately 2,500 facilities reporting to the Substance Abuse and Mental Health Services Administration to provide detoxification services on an inpatient or outpatient basis. Well known examples of residential treatment programs include The Meadows, Betty Ford Center and Sierra Tucson. In addition, individual physicians may provide detoxification treatment in the course of their practices. We believe the Hands Treatment Protocol offers an advantage to traditional alternatives because it provides a detoxification methodology that is non-sedating, can be completed in only two to three days, offers an immediate improvement in cognitive function, and reduces craving, a primary cause of relapse.

     However, we anticipate several potential points of resistance to penetrating the addiction treatment market. First, there is the historical focus on the use of psychological or behavioral therapies as opposed to medical or physiological treatments for addiction. Healthcare providers and potential patients may be resistant to the transition of treating addiction as a disease rather than as a behavioral aberration. Second, healthcare providers may be reluctant to use the HANDS Protocols due to the absence of published clinical studies supporting their efficacy. While we have embarked upon an active clinical program which is intended to lead to publications in medical journals, there can be no assurance that the clinical program will lead to acceptable results or that the results will be published. If we are unable to penetrate these substantial barriers to entry we may not be able to successfully implement our business plan.

We depend on key personnel, the loss of which could impact the ability to manage our business

     Our future success depends on the performance of our senior management and key professional personnel. It therefore depends to a significant extent on retaining the services of our key executive officers, in particular our chairman and chief executive officer, Terren S. Peizer, our director and chief operating officer, Anthony M. LaMacchia, our chief financial officer, Chuck Timpe, our senior vice president of sales, James W. Elder, and our senior vice president of medical affairs, David E. Smith, M.D. Each of these key executives is party to an employment agreement which, subject to termination for cause or good reason, has a term of four or five years. While we believe our relationships with our executives are good and do not anticipate any of them leaving in the near future, the loss of the services of Mr. Peizer or any other key member of management could have a material adverse effect on our ability to manage our business. While we have not experienced any problems in attracting and retaining desirable employees, our success is dependent upon our ability to continue to attract and retain qualified management, professional, administrative and sales personnel to support our future growth.

5

We are subject to personal injury claims, and may not have or be able to maintain sufficient insurance coverage

     All significant medical treatments and procedures, including our treatment protocols, involve the risk of serious injury or death. While we have not been the subject of any personal injury claims, our business entails an inherent risk of claims for personal injuries, which are subject to the attendant risk of substantial damage awards. A significant source of potential liability is negligence or alleged negligence by physicians treating patients using our protocols. In addition, our contracts may require us to indemnify physicians, hospitals or their affiliates for losses resulting from claims of negligence. There can be no assurance that a future claim or claims will not be successful or, including the cost of legal defense, will not exceed the limits of available insurance coverage.

     We currently have insurance coverage for up to $5 million per year for personal injury claims. We may not be able to maintain adequate liability insurance, in accordance with standard industry practice, with appropriate coverage based on the nature and risks of our business, at acceptable costs and on favorable terms. Insurance carriers are often reluctant to provide liability insurance for new healthcare services companies and products due to the limited claims history for such companies and products. In addition, based on current insurance markets, we expect that liability insurance will be more difficult to obtain and that premiums will increase over time. In the event of litigation, regardless of its merit or eventual outcome, or an award against us during a time when we have no available insurance or insufficient insurance, we may sustain significant losses of our operating capital which may substantially impair or destroy the investments of stockholders.

Risks Related To Our Intellectual Property

We may not be able to adequately protect the proprietary treatment protocols which are the core of our business

     We consider the protection of our proprietary treatment protocols to be critical to our business prospects. We obtained the rights to some of our most significant patent-pending technologies through a license agreement which is subject to a number of conditions and restrictions, and a breach or termination of that agreement could significantly impact our ability to use and develop our technologies.

     In addition, the pending patent applications filed and licensed by us may not issue as patents, and any issued patents may not provide us with significant competitive advantages. Any of the patents that have been or may be issued to us will expire twenty years after they are filed. Other inventors may have filed earlier patent applications which we are unaware of, that may prevent our patent applications from being granted. Competitors or others may at any time institute challenges against the validity or enforceability of any patent owned by us, and if successful our patents may be invalidated. In addition, the cost of litigation to uphold the validity of patents, and to protect and prevent infringement of patents can be substantial. Maintaining and prosecuting a patent portfolio might require funds that may not be available.

     We may not be able to adequately protect the aspects of our treatment protocols that are not subject to patent protection, or are subject to only limited patent protection. Furthermore, competitors and others may independently develop similar or more advanced treatment protocols and technologies, may design around aspects of our technology, or may discover or duplicate our trade secrets and proprietary methods.

     To the extent we utilize processes and technology that constitute trade secrets under state laws, we must implement appropriate levels of security for those trade secrets to secure the protection of such laws, which we may not do effectively. For some of our proprietary rights, we may need to secure assignments of rights from independent contractors and third parties to perfect our rights, and if we fail to do so they may retain ownership rights in the intellectual property upon which our business is based. Policing compliance with our confidentiality agreements and unauthorized use of our technology is difficult, and we may be unable to determine whether piracy of our technology has occurred. In addition, the laws of many foreign countries do not protect proprietary rights as fully as the laws of the United States.

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     While we have not had any such problems to date, the loss of any of the proprietary rights which we believe are protected under the foregoing intellectual property safeguards may result in the loss of our competitive advantage over present and potential competitors.

Confidentiality agreements with employees, licensees and others may not adequately prevent disclosure of trade secrets and other proprietary information

     In order to protect our proprietary technology and processes, we rely in part on confidentiality provisions in our agreements with employees, licensees, treating physicians and others. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. To date we have had one instance in which it was necessary to send a formal cease and desist demand to a third party for using our protocols in violation of his confidentiality obligations. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may not be able to adequately protect our other intellectual property rights

     While we believe we have proprietary ownership, assigned or licensed rights in intellectual property which is capable of protection under federal copyright and patent laws, and under state laws regarding trade secrets, we may not have taken appropriate legal measures, and may not be able to adequately secure the necessary protections for our intellectual property. We have not patented all of our technologies, or registered all of our trademarks or copyrights and, until we do so, we must rely on various state and common law rights for enforcement of the rights to exclusive use our trade secrets, trademark and copyrights.

     Our trademark applications for our trademarks HANDS™, The HANDS Patient Protocol™, HANDS Treatment Protocol™, Hythiam™ and the Hythiam logo are pending before the U.S. Patent and Trademark Office, and we have not yet been granted registration for these marks. If our trademark registrations are objected to or denied that may impact our ability to use and protect our brand names and company and product identity.

     Although we have applied for trademarks for some of our brand names, and patents on some of our products, in the future we may decide not to secure federal registration of certain copyrights, trademarks or patents to which we may be entitled. Failure to do so, in the case of copyrights and trademarks, may reduce our access to the courts, and to certain remedies of statutory damages and attorneys’ fees, to which we may be entitled in the event of a violation of our proprietary and intellectual rights by third parties. Similarly, the failure to seek registration of any patents to which we may be entitled may result in loss of patent protection should a third party copy the patentable equipment, technology or process. The loss of any proprietary rights which are protectable under any of the foregoing intellectual property safeguards may result in the loss of a competitive advantage over present or potential competitors, with a resulting decrease in the profitability for us. There is no guarantee that such a loss of competitive advantage could be remedied or overcome by us at a price which we would be willing or able to pay.

We may infringe the intellectual property rights of others

     Our future operations may be subject to claims, and potential litigation, arising from our alleged infringement of patents, trade secrets or copyrights owned by other third parties. We intend to fully comply with the law in avoiding such alleged infringements. However, within the healthcare, drug and bio-technology industry, established companies have actively pursued such infringements, and have initiated such claims and litigation, which has made the entry of competitive products more difficult. There can be no guarantee that we will not experience such claims or litigation initiated by existing, better-funded competitors. Court-ordered injunctions may prevent us from bringing new products to market, and the resulting loss of revenues and expenses of litigation may substantially affect our ability to meet our expenses and continue operations.

Risks Related to Our Industry

The healthcare industry in which we operate is subject to substantial regulation by state and federal authorities

     We generate revenues by charging fees directly to the healthcare providers who license our technology and contract for our sevices. The healthcare industry is highly regulated and continues to undergo significant changes as third-party payors, such as Medicare and Medicaid, traditional indemnity insurers, managed care organizations and other private payors increase efforts to control cost, utilization and delivery of healthcare services. Although we and our licensees do not currently bill or seek reimbursement from Medicare, Medicaid or other governmental organizations for the treatment of patients using the HANDS Treatment Protocol, we are nevertheless subject to the overall effect of the changes created by increased cost control and financial pressures on the industry. We believe that this industry will continue to be subject to increasing regulation, political and legal action, the scope and effect of which we cannot predict. Legislation is continuously being proposed, enacted and interpreted at the federal, state and local levels to regulate healthcare delivery and relationships between and among participants in the healthcare industry. Many healthcare laws are complex, applied broadly and subject to interpretation by courts and government agencies. Many existing healthcare laws and regulations were enacted without anticipation of our business structure or our products and services, yet these laws and regulations may be applied to us and our products and services. Our failure, or the failure of our customers and business partners, accurately to anticipate the application of these healthcare laws and regulations could create liability for us and negatively impact our business.

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     Healthcare companies are subject to extensive and complex federal, state and local laws, regulations and judicial decisions governing various matters such as the licensing and certification of facilities and personnel, the conduct of operations, billing policies and practices, policies and practices with regard to patient privacy and confidentiality, and prohibitions on payments for the referral of business and self-referrals. There are federal and state laws that govern patient referrals, physician financial relationships, submission of healthcare claims and inducement to beneficiaries of federal healthcare programs. Many states prohibit business corporations from practicing medicine, employing or maintaining control over physicians who practice medicine, or engaging in certain business practices, such as splitting fees with healthcare providers. Some or all of these state and federal regulations may apply to us or the services we intend to provide or may provide in the future.

     In addition, the Food and Drug Administration, or FDA, regulates development, testing, labeling, manufacturing, marketing, distribution, record-keeping and reporting requirements for prescription drugs, medical devices and biologics. Compliance with laws and regulations enforced by these agencies may be required relative to any medical products or services developed or used by us. Failure to comply with applicable laws and regulations may require modification and redesign of our products, or elimination of the product. We may not have the financial resources to modify our products or implement new designs. Accordingly, our ability to market our protocols in compliance with applicable laws and regulations may be a threshold test for our survival.

     There can be no assurance that government regulations applicable to our proposed products and services or the interpretation thereof will not change and thereby prevent us from marketing some or all of our products and services for a period of time or permanently. We are unable to predict the extent of adverse governmental regulation which might arise from future federal, state or foreign legislative, judicial or administrative action. The federal government from time to time has made proposals to change aspects of the delivery and financing of healthcare services. We cannot predict what form any such legislation may take, how the courts would interpret it, or what effect such legislation would have on our business. It is possible that any such legislation ultimately enacted will contain provisions which may adversely affect our business.

We may be subject to regulatory and investigative proceedings, which may find that our policies and procedures do not fully comply with complex and changing healthcare regulations

     We have established policies and procedures that we believe will be sufficient to ensure that we operate in substantial compliance with applicable laws, regulations and requirements. Patients treated using the HANDS Treatment Protocol receive medical care in accordance with orders from their attending physicians. Each licensed physician is responsible for exercising their own independent medical judgment in determining the specific application of our treatment protocols, and the appropriate course of care for each patient. No employment relationship is expected to exist between us and the attending physicians who treat patients using our protocol. In the course of performing our administrative duties, we may bill and collect funds from patients on behalf of the healthcare provider, and disburse a portion of that money to the facility and/or the attending physician for professional services rendered. We do not currently operate our own healthcare facilities, employ our own treating physicians or provide medical advice or treatment to patients. The hospitals and licensed healthcare facilities that contract for the use of our technology own their facility license, and control and are responsible for the clinical activities provided on their premises. After the treatment procedure, local clinics and healthcare providers specializing in drug abuse treatment administer and provide follow up care. While we believe that our business practices are consistent with applicable law, the criteria are often vague and subject to change and interpretation.

     We may become the subject of regulatory or other investigations or proceedings, and our interpretations of applicable laws and regulations may be challenged. The defense of any such challenge could result in substantial cost and a diversion of management’s time and attention. Thus, any such challenge could have a material adverse effect on our business, regardless of whether it ultimately is successful. If we fail to comply with any applicable laws, or a determination is made that we have failed to comply with these laws, our financial condition and results of operations could be adversely affected. In addition, changes in health care laws or regulations may restrict our operations, limit the expansion of our business or impose additional compliance requirements.

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The promotion of our products and services may be found to violate federal law concerning “off-label” uses of prescription drugs

     The Food Drug & Cosmetic Act, or FDC Act, requires that prescription drugs be approved for a specific medical indication by the FDA prior to their marketing in interstate commerce. Our procedural medical protocols call for the use of prescription drugs for the treatment of chemical dependency and drug addiction, conditions not named in the drugs’ official labeling. While the FDA allows for pre-approval exchange of scientific information, provided it is nonpromotional in nature and does not draw conclusions about the ultimate safety or effectiveness of the unapproved drug, and generally does not regulate licensed physicians who prescribe approved drugs for non-approved or “off-label” uses in the independent practice of medicine, our promotion of our products and services may be found to violate FDA regulations or the FDC Act. The FDA has broad discretion in interpreting those regulations. If the FDA determines that our promotion of our medical treatment protocols constitutes labeling or the promotion of prescription drugs for unapproved uses, or brings an enforcement action against us for violating the FDC Act or FDA regulations, we may be unable to continue operating under our current business model. Even if we defeat any FDA challenge, the expenses and publicity associated with defending the claim could adversely affect our business and results of operation.

Treatment using our protocol may be found to be investigational

     FDA asserts jurisdiction over all clinical trials, or experiments, in which a drug is administered to human subjects. Hospitals and clinics have established Institutional Review Boards, or IRBs, to review and approve clinical trials using investigational treatments in their facilities. Certain investigations involving new drugs or off-label uses for approved drugs are subject to FDA approvals. Hospitals and clinics also generally must have permission from the FDA before charging patients for an investigational drug administered in a clinical trial. While the decision about seeking IRB review is in the discretion of, and is the responsibility of, each hospital or physician, use of our treatment protocol by individual physicians in treating their patients may be found to constitute a clinical trial or investigation that requires IRB review or FDA approval. FDA has broad authority in interpreting and applying its regulations, so there can be no assurance that FDA will not find that use of our protocols by our licensees or collection of outcomes data on that use constitutes a clinical investigation subject to IRB and FDA jurisdiction. Individual hospitals and physicians may also submit their use of our protocols in treatment to their IRBs and there is no assurance individual IRBs will not find that use to be a clinical trial that requires FDA approval or that they will not prohibit or place restrictions on that use. Either of these results may adversely affect our business and the ability of our customers to charge for certain components of treatment using our protocols.

Our business practices may be found to constitute illegal fee-splitting or corporate practice of medicine

     Many states, including California in which our principal executive offices are located, have laws that prohibit business corporations, such as Hythiam, from practicing medicine, exercising control over medical judgments or decisions of physicians, or engaging in certain arrangements, such as employment or fee-splitting, with physicians. Courts, regulatory authorities or other parties, including physicians, may assert that we are engaged in the unlawful corporate practice of medicine by providing administrative and ancillary services in connection with our protocols, or that our contractual arrangements to license our technology for a portion of the patient fees constitute improper fee-splitting, in which case we could be subject to civil and criminal penalties, our contracts could be found legally invalid and unenforceable, in whole or in part, or we could be required to restructure our contractual arrangements. There can be no assurance that this will not occur or, if it does, that we would be able to restructure our contractual arrangements on favorable terms.

Our business practices may be found to violate anti-kickback, self-referral or false claims laws

     The healthcare industry is subject to extensive federal and state regulation with respect to financial relationships and “kickbacks” involving health care providers, physician self-referral arrangements, filing of false claims and other fraud and abuse issues. Federal anti-kickback laws and regulations prohibit certain offers, payments or receipts of remuneration in return for (i) referring patients covered by Medicare, Medicaid or other federal health care program, or (ii) purchasing, leasing, ordering or arranging for or recommending any service, good, item or facility for which payment may be made by a federal health care program. In addition, federal physician self-referral legislation, commonly known as the Stark law, generally prohibits a physician from ordering certain services reimbursable by Medicare, Medicaid or other federal healthcare program from any entity with which the physician has a financial relationship. While we do not currently seek such third party reimbursement, we intend to do so in the future. In addition, many states have similar laws, some of which are not limited to services reimbursed by federal healthcare programs. Other federal and state laws govern the submission of claims for reimbursement, or false claims laws. One of the most prominent of these laws is the federal False Claims Act. In recent cases, the government has taken the position that violations of other laws, such as the anti-kickback laws or the FDA prohibitions against promotion of off-label uses of drugs, should also be prosecuted as violations of the False Claims Act.

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     While we believe we have structured our relationships to comply with all applicable requirements, federal or state authorities may claim that our fee arrangements, agreements and relationships with contractors, hospitals and physicians violate these anti-kickback, self-referral or false claims laws and regulations. These laws are broadly worded and have been broadly interpreted by courts. It is often difficult to predict how these laws will be applied, and they potentially subject many typical business arrangements to government investigation and prosecution, which can be costly and time consuming. Violations of these laws are punishable by monetary fines, civil and criminal penalties, exclusion from participation in government-sponsored health care programs and forfeiture of amounts collected in violation of such laws. Some states also have similar anti-kickback and self-referral laws, imposing substantial penalties for violations. If our business practices are found to violate any of these provisions, we may be unable to continue with our relationships or implement our business plans, which would have an adverse effect on our business and results of operations.

We may be subject to healthcare anti-fraud initiatives

     State and federal governments are devoting increased attention and resources to anti-fraud initiatives against healthcare providers, taking an expansive definition of fraud that includes receiving fees in connection with a healthcare business that is found to violate any of the complex regulations described above. Recent legislation expanded the penalties for heath care fraud, including broader provisions for the exclusion of providers from the Medicare, Medicaid and other healthcare programs. While to our knowledge we have not been the subject of any anti-fraud investigations, if such a claim were made defending our business practices could be time consuming and expensive, and an adverse finding could result in substantial penalties or require us to restructure our operations, which we may not be able to do successfully.

Our use and disclosure of patient information is subject to privacy regulations

     In conducting research or providing administrative services to healthcare providers in connection with the use of our protocols, we may collect, use, maintain and transmit patient information in ways that will be subject to many of the numerous state, federal and international laws and regulations govern the collection, dissemination, use and confidentiality of patient-identifiable health information, including the federal Health Insurance Portability and Accountability Act of 1996 and related rules, or HIPAA. The three rules that were promulgated pursuant to HIPAA that could most significantly affect our business are the Standards for Electronic Transactions, or Transactions Rule; the Standards for Privacy of Individually Identifiable Health Information, or Privacy Rule; and the Health Insurance Reform: Security Standards, or Security Rule. The respective compliance dates for these rules for most entities were and are October 16, 2003, April 16, 2003 and April 21, 2005. HIPAA applies to covered entities, which include most healthcare facilities and health plans that will contract for the use of our protocols and our services. The HIPAA rules require covered entities to bind contractors like Hythiam to compliance with certain burdensome HIPAA rule requirements. Other federal and state laws restricting the use and protecting the privacy of patient information also apply to our customers directly and to us, either directly or indirectly.

     The HIPAA Transactions Rule establishes format and data content standards for eight of the most common healthcare transactions. When we perform billing and collection services on behalf of our customers we may be engaging in one of more of these standard transactions and will be required to conduct those transactions in compliance with the required standards. The HIPAA Privacy Rule restricts the use and disclosure of patient information, requires entities to safeguard that information and to provide certain rights to individuals with respect to that information. The HIPAA Security Rule establishes elaborate requirements for safeguarding patient information transmitted or stored electronically. We may be required to make costly system purchases and modifications to comply with the HIPAA rule requirements that will be imposed on us and our failure to comply may result in liability and adversely affect our business.

     Federal and state consumer protection laws are being applied increasingly by the Federal Trade Commission, or FTC, and state attorneys general to regulate the collection, use and disclosure of personal or patient information, through web sites or otherwise, and to regulate the presentation of web site content. Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access.

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     Numerous other federal and state laws protect the confidentiality of patient information. These laws in many cases are not preempted by the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our customers and potentially exposing us to additional expense, adverse publicity and liability. Other countries also have, or are developing, laws governing the collection, use and transmission of personal or patient information and these laws could create liability for us or increase our cost of doing business.

     New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we must handle health care related data, and the cost of complying with these standards could be significant. If we do not properly comply with existing or new laws and regulations related to patient health information in conducting research or providing services we could be subject to criminal or civil sanctions.

We may not be able to profitably adapt to the changing healthcare and addiction treatment industry

     Healthcare organizations, public and private, continue to change the manner in which they operate and pay for services. In recent years, the healthcare industry has been subject to increasing levels of government regulation of reimbursement rates and capital expenditures, among other things. For example, while we do not believe it will impact our operations because we do not currently seek Medicare reimbursement, the recently enacted Medicare Prescription Drug, Improvement and Modernization Act of 2003 changes substantially the way Medicare will pay for prescription drugs and also creates or reforms other healthcare reimbursement. Proposals to reform the healthcare system have been considered by Congress and state legislatures. Any new legislative initiatives, if enacted, may further increase government regulation of or other involvement in healthcare, lower reimbursement rates and otherwise change the operating environment for healthcare companies. We cannot predict the likelihood of all future changes in the healthcare industry in general, or the addiction treatment industry in particular, or what impact they may have on our earnings, financial condition or business.

Risks Related to Our Common Stock

The sale of shares by the Selling Shareholders may significantly impact the market price of our common stock

     The effective registration and sale of shares by the Selling Shareholders may significantly effect the market price of our stock. Most of the Selling Shareholders acquired their shares at $2.50 in connection with the September 29, 2003 merger between the registrant and Hythiam, Inc., or were granted shares or options in exchange for providing us with technology or services. We currently have 1,119,969 registered shares trading on Amex. The 10,967,528 shares provided for in this registration statement represent approximately 44% of our 24,975,207 currently outstanding shares of common stock. Because the shares are being registered on behalf of the Selling Shareholders, we have no control over which of the Selling Shareholders will actually sell all or any portion of their shares, or at what price. Unless an amendment to this prospectus is filed before that date, sales must occur by March 1, 2005 to be subject to this prospectus. However, the Selling Shareholders may thereafter be able to sell their shares in accordance with the provisions of Rule 144(d) promulgated under the Securities Act of 1933, as amended.

     In addition, future sales of substantial amounts of our common stock, including shares that we may issue upon exercise of outstanding options and warrants, could adversely affect the market price of our common stock. Further, if we raise additional funds through the issuance of common stock or securities convertible into or exercisable for common stock, the percentage ownership of our stockholders will be reduced and the price of our common stock may fall.

Our stock price may be subject to substantial volatility

     Our common stock is traded on the American Stock Exchange. There is a limited public float, and trading volume historically has been limited and sporadic. Prior to the registrant’s September 29, 2003 merger with Hythiam, Inc., our common stock traded between $.50 and $.54 per share (when adjusted for a subsequent split) on very limited volume of less than 20,000 shares per quarter with no trades in some quarters, and since the merger has traded between $4.13 and $8.40 per share on volume ranging from zero to 280,000 shares per day. As a result, the current price for our common stock on the Amex is not necessarily a reliable indicator of our fair market value. The price at which our common stock will trade may be highly volatile and may fluctuate as a result of a number of factors, including, without limitation, the number of shares available for sale in the market, quarterly variations in our operating results and actual or anticipated announcements of new products or services by us or competitors, regulatory investigations or determinations, acquisitions or strategic alliances by us or our competitors, recruitment or departures of key personnel, the gain or loss of significant customers, changes in the estimates of our operating performance, market conditions in our industry and the economy as a whole.

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The company is controlled by a single principal stockholder who has the ability to determine the election of directors and the outcome of matters submitted to stockholders

     As of May 17, 2004, Reserva, LLC, a limited liability company whose sole managing member is Terren S. Peizer, our chairman and chief executive officer, beneficially owned approximately 55% of our outstanding common stock. As a result, he presently and may continue to have the ability to determine the election of our board of directors and the outcome of all other issues submitted to our stockholders. The interests of this stockholder may not always coincide with our interests or the interests of other stockholders, and it may act in a manner that advances its best interests and not necessarily those of other stockholders.

Provisions in our certificate of incorporation, bylaws and Delaware law could discourage a change in control, and adversely effect existing stockholders

     Our certificate of incorporation and the Delaware General Corporation Law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our company, even when these attempts may be in the best interests of stockholders. Our certificate of incorporation also authorizes our board of directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. Delaware law also imposes conditions on certain business combination transactions with “interested stockholders.”

     These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

We may incur increased costs as a result of recently enacted and proposed changes in laws and regulations relating to corporate governance matters.

     Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed by the Securities and Exchange Commission and by the American Stock Exchange, will result in increased costs to us as we evaluate the implications of any new rules and respond to their requirements. New rules could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. We cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs to comply with any new rules and regulations.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

     This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management, markets for stock of Hythiam and other matters. Statements in this prospectus that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Such forward-looking statements, including, without limitation, those relating to the future business prospects, revenues and income of Hythiam, wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Hythiam on the date on which they were made, or if no date is stated, as of the date of this prospectus. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors,” beginning on page 3 that may affect the operations, performance, development and results of our business. Because the factors discussed in this prospectus could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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     You should understand that the following important factors, in addition to those discussed in the “Risk Factors” section, could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements:

• general economic conditions,
  

• the effectiveness of our planned advertising, marketing and promotional campaigns,
  

• physician and patient acceptance of our products and services, including newly introduced products,
  

• competition among addiction treatment centers,
  

• anticipated trends and conditions in the industry in which we operate, including regulatory changes,
  

• development of new treatment modalities,
  

• our future capital needs and our ability to obtain financing, and
  

• other risks and uncertainties as may be detailed from time to time in our public announcements and filings with the SEC.
  

     We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All subsequent forward-looking statements attributable to Hythiam or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus may not occur.

USE OF PROCEEDS

     All of our common stock being offered under this prospectus is being sold by or for the account of the Selling Shareholders. We will not receive any proceeds from the sale of our common stock by or for the account of the selling stockholders. We may receive a maximum of approximately $2,849,125 from the exercise of warrants by the selling stockholders, assuming all warrants were exercised for cash in full. Any proceeds received by us in connection with the exercise of warrants will be used for working capital and general corporate purposes.

DIVIDEND POLICY

     We have never declared or paid cash dividends on our common stock. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

SELLING SHAREHOLDERS

Background on the Merger

     The registrant, which was formerly known as Alaska Freightways, Inc., was incorporated in the state of Nevada on June 1, 2000, and previously provided transportation and freight brokerage services in the state of Alaska. Immediately prior to the merger described below, the company sold all of its assets and liabilities to certain of its stockholders in exchange for cancellation of 3,010,000 of its 3,568,033 then outstanding shares, and the remaining outstanding 558,033 shares were forward split 2.007-to-one into 1,119,969 shares. As a result, at the time of the merger, the registrant had substantially no operating assets, liabilities or operations.

     On September 29, 2003, Hythiam, Inc., a development stage company incorporated in the state of New York on February 13, 2003, merged with and into Hythiam Acquisition Corp., a newly-formed, wholly-owned subsidiary of the registrant, then known as Alaska Freightways, Inc. Also on September 29, 2003, the registrant reincorporated in Delaware by merging with and into Hythiam, Inc., a Delaware corporation. On October 14, 2003, Hythiam Acquisition Corp. changed its name to Hythiam, Inc., and on October 16, 2003 merged with and into the registrant. Following the merger, reincorporation and consolidation transactions described above, the registrant, Hythiam, Inc., a Delaware corporation, is now the sole surviving entity.

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     In exchange for all of their shares of common stock of Hythiam, Inc., a New York corporation, which were purchased for $2.50 per share, and their options to purchase such common stock, such stockholders were issued an aggregate of 23,486,916 shares of our common stock on September 29, 2003. In addition, certain stockholders and consultants have been issued 148,322 shares and warrants to purchase an additional 852,290 shares of our common stock in exchange for services.

     On May 17, 2004 we issued 360,000 shares in the name of Xino Corporation in connection with the acquisition of certain intellectual property as described under the section titled “Certain Relationships and Related Transactions” on page 52. Such shares have been pledged and are being held to secure Xino’s remaining obligations to us and may not be released or sold until such obligations are satisfied.

     We have agreed to register for resale by the persons listed below (the “Selling Shareholders”) all of the shares of our common stock issued to them, as well as all shares issuable upon the exercise of warrants granted to them. The number of shares being registered pursuant to this registration statement may be adjusted to prevent dilution resulting from stock splits, stock dividends or similar transactions.

Table of Selling Shareholders

     The table below presents information regarding the Selling Shareholders and the shares of our common stock that they may offer and sell from time to time under this prospectus.

			Percentage of shares Hythiam common stock beneficially owned
Selling Shareholders(1)	Shares of Hythiam common stock to be resold in theoffering(2)	Number of shares of Hythiam common stock owned	Before offering of the resale shares	After offering of the resale shares(2)
O. Lee Tawes III
388 Bedford Center Road
Bedford Hills, NY 10507	40,000	40,000	*	0
Richard Jordon TTEE
1502 Bullion Cir.
San Jose, CA 95120	20,000	20,000	*	0
Bruce Jackson
132 Rowayton Woods Drive
Norwalk, CT 06854	20,000	20,000	*	0
E. Keene Wolcott
4545 North Lane
Del Mar, CA 92004	20,000	20,000	*	0
Barry Nussbaum
2775 Via De La Valle, Suite 205
Del Mar, CA 92014	40,000	40,000	*	0
Jason Barry
6009 Paseo Delicias, Suite A, PO Box 2813
Rancho Santa Fe, CA 92067	40,000	40,000	*	0
Mary L. Cruse & CM Cruse III
P.O. Box 9298
Rancho Santa Fe, CA 92067	20,000	20,000	*	0

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Barry Moores
P.O. Box 491
5041 El Secreto
Rancho Santa Fe, CA 92067	140,000	140,000	*	0
Michael L. Baller
3926 S. Magnolia Way
Denver, CO 80237	20,000	20,000	*	0
Bruce M. Wermuth
2190 Cowper St
Palo Alto, CA 94301	20,000	20,000	*	0
Gary E. Roebuck, DDS
43 Halley Drive
Pomona, NY 10970	10,000	10,000	*	0
Jay Gottlieb
27 Misty Brook Lane
New Fairfield, CT 06812	20,000	20,000	*	0
Zeke LP
1235 Westlakes Drive, Suite 400
Berwyn, PA 19312	1,200,000	1,200,000	4.8%	0
J.J. Pierce
5125 W. Lake Avenue
Littleton, CO 80123	10,000	10,000	*	0
Delaware Charter Guarantee FBO Joseph J. Pierce
IRA
5125 W. Lake Avenue
Littleton, CO 80123	10,000	10,000	*	0
Excell Alliance Overseas, Inc. LTD
CC Cristamar Local 43-B Avda Delas Nacines
Unidas 29660
Perto Banus Mabella Malaga, Spain 00002 00001	12,000	12,000	*	0
Heather Marie Evans
12906 N. 4th Street
Parker, CO 80123	4,000	4,000	*	0
Michael Kirby
6765 E. Dorado Avenue
Greenwood Village, CO 80111	10,000(5)	10,000(5)	*	0
Mark Massa
7435 E. Parkview Avenue
Englewood, CO 80111	3,000	3,000	*	0
Dawn SR. Cangilla
720 Stonemont Ct.
Castlerock, CO 80108	10,000	10,000	*	0
ECAP Ventures, LLC
2560 W. Main St., #200
Littleton, CO 80120	10,000	10,000	*	0
Bleu Ridge Consultants, Inc. Profit Sharing
Plan & Trusts
5770 S. Beech Ct.
Greenwood Village, CO 80121	17,000	17,000	*	0
Charitable Remainder Trust of Mary Jane Brasel,
Timothy J. Brasel TTEE
5770 S. Beech Ct.
Greenwood Village, CO 80121	5,000	5,000	*	0

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Charitable Remainder Trust of Susan A. Brasel,
Timothy J Brasel TTEE
5770 S. Beech Ct.
Greenwood Village, CO 80121	5,000	5,000	*	0
John Glotfelty
14003 Rosehill Lane
Overland, KS 66221	4,000	4,000	*	0
Charitable Remainder Trust of Timothy J. Brasel
5770 S. Beech Ct.
Greenwood Village, CO 80121	6,000	6,000	*	0
Paul Dragul
950 E. Harvard Avenue, Suite 500
Denver, CO 80210	20,000	20,000	*	0
Earnco MPPP
2560 W. Main St., #200
Littleton, CO 80120	20,000	20,000	*	0
The Laurick Trust (Stanley Gottlieb Trustee)
575 Cranbury Road
East Brunswick, NJ 08816	20,000	20,000	*	0
MF LLC
14 Red Tail Drive
Highland Ranch, CO 80126	30,000	30,000	*	0
GVI PS LLC
14 Red Tail Drive
Highland Ranch, CO 80126	40,000	40,000	*	0
GVI PI LLC
14 Red Tail Drive
Highland Ranch, CO 80126	40,000	40,000	*	0
CAM LLC
14 Red Tail Drive
Highland Ranch, CO 80126	30,000	30,000	*	0
Jeff P. Ploen
6590 E. Lake Pl.
Englewood, CO 80111-4411	20,000	20,000	*	0
Underwood Family Partners
2921 Cliffside Ct.
Castle Pines, CO 80104	100,000	100,000	*	0
Stephen A. Garnock
30 Southgate Circle
Massapequa Park, NY 11762	5,000	5,000	*	0
Conrad Riggs
16577 Via Floresta
Pacific Palisades, CA 90272	20,000	20,000	*	0
James Scoropuski
1 Acclaim Plaza
Glen Cove, NY 11542	100,000	100,000	*	0
Woodland Partners
68 Wheatley Road
Brookville, NY 11545	50,000	50,000	*	0
Baracuda Motors, Inc.
2936 Bay Drive
Merrick, NY 11566	10,000	10,000	*	0

16

Robert Holmes
205 Asharokem Avenue
Northpoint, NY 11768	20,000	20,000	*	0
Terry Phillips
2711 Royenwood Drive
Midlothiam, VA 23113	40,000	40,000	*	0
Dianne Borden
19 Canterbury Place
Cranford, NJ 07016	20,000	20,000	*	0
Thomas Allen Forti
7270 S. Logan St.
Centennial, CO 80122	10,000	10,000	*	0
William C. Bossang A/C/F Rhett Bossang
11 Scotia Sea
Newport Coast, CA 92657	8,000	8,000	*	0
Fiserv FBO William Bossang Sep IRA
Spencer Edwards, Inc.
6041 S. Syracuse Way, #305
Englewood, CO 80111	10,000	10,000	*	0
The Cutler-Roth Family Trust(Dated Aug. 6, 2003)
1370 Skeel Drive
Camarillo, CA 93010	10,000	10,000	*	0
Blackwoods Management Group LTD
55 Frederick Street
Nassau, Bahamas	40,000	40,000	*	0
Ina Kagel
605 Walden Drive
Beverly Hills, CA 90210	20,000	20,000	*	0
Performance Capital Group, LLC
14 Wall Street, 27th Fl.
New York, NY 10005	20,000(5)	20,000(5)	*	0
The Riverview Group, LLC
c/o Millenium Partners
666 Fifth Avenue, 8th Fl.
New York, NY 10103	800,000	800,000	3.2%	0
London Family Trust
212 Aurora Drive
Montecito, CA 93108	200,000	200,000	*	0
MacDonald J. Bowyer
15257 De Pauw Street
Pacific Palisades, CA 90272	30,000	30,000	*	0
Russel Dixon
P.O. Box 675683
Rancho Santa Fe, CA 92067	40,000	40,000	*	0
Adrian Hernandez
435 Orange Street
Hanford, CA 93230	8,000	8,000	*	0
John A. Moore
101 Brookmeadow Road
Wilmington, DE 19807	40,000	40,000	*	0
Scott A. Kunkel
7801 Mid Cities Blvd., #400
Forth Worth, TX 76180	5,000	5,000	*	0

17

Fowler Family Trust
210 Yerba Buena Avenue
Los Altos, CA 94022	10,000		10,000	*	0
Lawrence J. Rubinstein & Camille S. Rubenstein
20 Oakwood Way
West Windsor, NJ 08550	20,000		20,000	*	0
R.E. & M. Petersen Living Trust
6420 Wilshire Blvd., 20th Fl.
Los Angeles, CA 90048	400,000		400,000	1.6%	0
Edwin Bertolas Revocable Living Trust
855 Cofair Court
Solana Beach, CA 92075	12,000		12,000	*	0
Russell Candela
3 Bluebell Road
Colts Neck, NJ 07722	20,000		20,000	*	0
Orlin M. Sorensen
22529 39th Avenue SE
Bothell, WA 98021	24,000		24,000	*	0
Jeffrey Chandler
P.O. Box 1192-6122 Paseo Delicias
Rancho Santa Fe, CA 92067	60,000		60,000	*	0
Fenway Advisory Group Pension & Profit Sharing Group
1364 Stropella Road
Los Angeles, CA 90077	50,000		50,000	*	0
John Nordstrom
9320 Orangewood Tr.
Denton, TX 76207	5,000		5,000	*	0
Darcel A. Murphy
12913 Polvera Ct.
San Diego, CA 92128	10,000		10,000	*	0
Geraldine Young
1840 Calistoga Dr.
San Jose, CA 95124	20,000		20,000	*	0
William J. McCluskey
340 E. 63rd St., #6-A
New York, NY 10021	20,000	(5)	20,000(5)	*	0
Joseph P. Sullivan
184 S. Carmelina Avenue
Los Angeles, CA 90049	30,000		30,000	*	0
Michael Neider
12095 N.W. 39th Street
Coral Springs, FL 33065	24,000		24,000	*	0
HCFP Brenner Securities, LLC
888 Seventh Avenue, 17th Fl.
New York, NY 10106	16,000		16,000	*	0
Chris Lowe
4400 N. Scottsdale
Scottsdale, AZ 85251	20,000		20,000	*	0
Roger S. Haber
C/o Kraditor & Harbor, P.C.
1212 Avenue of the Americas, 3rd Fl.
New York, NY 10036	10,000		10,000	*	0

18

James Gandolfini
c/o AFM
1212 Avenue of the Americas, 3rd Fl.
New York, NY 10036	80,000	80,000	*	0
Steven Schirripa
c/o AFM
1212 Avenue of the Americas, 3rd Fl.
New York, NY 10036	10,000	10,000	*	0
Rosalind Wyman
10430 Bellagio Drive
Los Angeles, CA 90077	8,000	8,000	*	0
Dawn M. Begam
30 North Strawberry Lane
Morelau Hills, OH 44022	4,000	4,000	*	0
John E. Deeb
807 Linda Flora Drive
Los Angeles, CA 90049	20,000	20,000	*	0
Paul Alberti
8172 Woodview Court
Williamsville, NY 14221	10,000	10,000	*	0
Robert Chernow
4 Fox Run Lane
Westport, CT 06880	40,000	40,000	*	0
Leonard Cohen
250 Broad Street
Shrewbury, NJ 07702	10,000	10,000	*	0
Michael Cohen
15 Town Gate Lane
Syosset, NY 11791	10,000	10,000	*	0
David M. Drury
1047 Center Oak Drive
Pittsburgh, PA 15237	20,000	20,000	*	0
Jonathan Ellman
11 Western Road
Wayland, MA 01778	10,000	10,000	*	0
Richard A. Falk
31 Kinross Drive
San Rafael, CA 94901-2419	10,000	10,000	*	0
Anthony Kirincic
23 Villanova Laane
Dix Hills, NY 11746	40,000	40,000	*	0
Ned Laybourne & Lynn Laybourne JTWROS
208 Knollcrest Court
Martinez, CA 94553	20,000	20,000	*	0
Paul LeFevre
32 Moulton Road
Duxbury, MA 02332	20,000	20,000	*	0
David & Patricia Lindner
3390 Jason Court
Bellmore, NY 11710	40,000(5)	40,000(5)	*	0
Robert Melnick
1074 Bonnie Brae Boulevard
Denver, CO 80209	20,000	20,000	*	0

19

Kevin O’Connell
3831 North Freeway Boulevard
Sacramento, CA 95834	20,000	20,000	*	0
Marrion W. Peebles III
420 West 4th Street, Suite 202E
Winston, NC 29101	10,000	10,000	*	0
Walter and Barbara Pollack JTWROS
5 Cross Timber
Barrington Hills, IL 60010	10,000	10,000	*	0
Jed Raynor
140 South Ocean Avenue
Freeport, NY 11520	10,000	10,000	*	0
Alan Schriber
2413 60th Avenue, S.E
Mercer Island, WA 98040	20,000	20,000	*	0
Kevin Smith
1121 Chestnut Avenue
Wilmette, IL 60091	20,000	20,000	*	0
Eric Tanner
3 Falconridge
Coto De Caza, CA 92679	10,000	10,000	*	0
Rick Wilcoxen
456 Heights Road
Ridgewood, NJ 07450	10,000	10,000	*	0
Orion Biomedical Offshore Fund, LP
787 7th Avenue, 48th Fl.
New York, NY 10019	71,400	71,400	*	0
Orion Biomedical Fund, LP
787 7th Avenue, 48th Fl.
New York, NY 10019	328,600	328,600	1.3%	0
Steve Zimmerman
212 Candi Lane
Columbia, SC 29210	10,000	10,000	*	0
Russell J. Hampshire
19689 Horace Street
Chatsworth, CA 91331	20,000	20,000	*	0
Kirlin Holding Corporation
6901 Jericho Turnpike
Syosset, NY 11791	40,000(5)	40,000(5)	*	0
Ralph Karubian
5321 Franklin Avenue
Los Angeles, CA 90027	40,000	40,000	*	0
Crotalus, Inc.
718 Lincoln Boulevard, Suite 2
Santa Monica, CA 90402	40,000	40,000	*	0
Karen Jennings
154 South Layton Drive
Los Angeles, CA 90049	8,000	8,000	*	0
Smithfield Fiduciary LLC c/o Highbridge Capital
Management, LLC
9 West 57th Street, 7th Floor
New York, NY 10019	400,000	400,000	1.6%	0

20

Eckhard J. Schulz and Nancy A. Schulz, Trustees
of the Schulz Family Trust U/D/T dated January 5,
1990, as amended
891 Campbell Avenue
Los Altos, CA 94024	30,000	30,000	*	0
Matt Mogol
2037 Whitley Avenue
Los Angeles, CA 90068	8,000	8,000	*	0
ISS Management LLC
4600 Campus, Suite 110
Newport Beach, CA 92660	20,000	20,000	*	0
Donehew Fund Limited Partnership
111 Village Parkway, Bldg. 2
Marietta, GA 30067	100,000	100,000	*	0
Costa Azul Alliance, SA
C/o Rowland Day
18881 Von Karman, Suite 1500
Irvine, CA 92312	400,000	400,000	1.6%	0
Derinton Financial Limited
C/o Rowland Day
18881 Von Karman, Suite 1500
Irvine, CA 92312	400,000	400,000	1.6%	0
Rowland W. Day II
18881 Von Karman, Suite 1500
Irvine, CA 92312	100,000	100,000	*	0
Robert H. Donehew
4405 Paper Mill Road
Marietta, GA 30067	60,000	60,000	*	0
Aaron Shrira
614 Camden Drive
Beverly Hills, CA 90210-3239	24,000	24,000	*	0
Medical Systems Development Corp Profit
Sharing Trust
620 Village Trace
Marietta, GA 30067	20,000	20,000	*	0
Gary Meyerson, MD
235 Trimble Chase Court
Atlanta, GA 30342	20,000	20,000	*	0
Clarion Capital Corporation
1801 East 9th Street, Suite 1120
Cleveland, OH 44114	80,000	80,000	*	0
Clarion Partners, LP
1801 East 9th Street, Suite 1120
Cleveland, OH 44114	80,000	80,000	*	0
Morton A. Cohen TTEE FBO The Morton A.
Cohen Revocable Living Trust
1801 East 9th Street, Suite 1120
Cleveland, OH 44114	40,000	40,000	*	0
Rossmor Limited Partnership
1801 East 9th Street, Suite 1120
Cleveland, OH 44114	80,000	80,000	*	0
Clarion Offshore Fund, LTD.
Cayman Islands	80,000	80,000	*	0

21

Dynamic Equity Hedge Fund
Ontario, Canada	20,000	20,000	*	0
Lendi LTD
1801 East 9th Street, Suite 1120
Cleveland, OH 44114	20,000	20,000	*	0
Richard Beleson
849 Union Street
San Francisco, CA 94133	80,000	80,000	*	0
LIB Holdings
259 W. 10th St., #2H
New York, NY 10014	40,000	40,000	*	0
PCG Tagi (Series J) LLC
360 North Crescent Drive, North Building
Beverly Hills, CA 90210	600,000	600,000	1.6%	0
RG Securities
165 EAB Plaza, West Tower 6th Floor
Uniondale, NY 11556	100,000(6)	100,000(6)	*	0
Jack Silver
920 5th Avenue
New York, NY 10021	200,000	200,000	*	0
Gary Bryant
16 Carmel Woods
Laguna Niguel, CA 92677	20,000	20,000	*	0
Al Kau
33671 Chula Vista
Monarch Beach, CA 92629	20,000	20,000	*	0
David Duff
2845 Salado Trail
Fort Worth, TX 76118	8,000	8,000	*	0
Robert W. Gile
7825 Hightower Dr
Fort Worth, TX 76180	4,000	4,000	*	0
Stan Caplan
10180 Telesis Ct
Suite 395
San Diego, CA 92121	20,000	20,000	*	0
Omicron Master Trust
c/o Omicron Capital LLP
810 7th Avenue, 39th Floor
New York, NY 10022	400,000	400,000	1.6%	0
Richard Lee
21151 Maria Lane
Saratoga, CA 95070	40,000	40,000	*	0
Lori Pineda
16696 Magneson Loop
Los Gatos, CA 95032	24,000	24,000	*	0
PMC Holdings, LLC
8436 W. 3rd St. #2H
Los Angeles, CA 90048	40,000	40,000	*	0
CEOcast, Inc.
55 John Street—11th Floor
New York, NY 10038	8,322	8,322	*	0

22

Tratamientos Avanzados de la Adicción S.L.
Avda. Fuentalarreina 8
Madrid Spain 28007	835,916	835,916	3.4%	0
Scott Olson
C/o J. P. Turner & Co.
3340 Peachtree Road, Suite 2300
Atlanta, Georgia 30326	1,575(3)	1,575(3)	*	0
JP Turner Partners
C/o J. P. Turner & Co.
3340 Peachtree Road, Suite 2300
Atlanta, Georgia 30326	263(3)	263(3)	*	0
Patrick Power
C/o J. P. Turner & Co.
3340 Peachtree Road, Suite 2300
Atlanta, Georgia 30326	262(3)	262(3)	*	0
Anthony Kirincic
C/o Kirlin Securities, Inc.
6901 Jericho Turnpike
Syosset, New York 11791	11,550(3)	11,550(3)	*	0
David Lindner
C/o Kirlin Securities, Inc.
6901 Jericho Turnpike
Syosset, New York 11791	11,550(3)	11,550(3)	*	0
Aeryn Seto
C/o Kirlin Securities, Inc.
6901 Jericho Turnpike
Syosset, New York 11791	1,200(3)	1,200(3)	*	0
Willliam Silva
C/o Kirlin Securities, Inc.
6901 Jericho Turnpike
Syosset, New York 11791	1,050(3)	1,050(3)	*	0
Kirlin Securities, Inc.
6901 Jericho Turnpike
Syosset, New York 11791	14,650(3)	14,650(3)	*	0
RG Capital Fund, LLC
C/o RG Securities, LLC
165 EAB Plaza, West Tower, 6th Floor
Uniondale, New York 11556-0165	25,000(3)	25,000(3)	*	0
James Scibelli
C/o RG Securities, LLC
165 EAB Plaza, West Tower, 6th Floor
Uniondale, New York 11556-0165	25,000(3)	25,000(3)	*	0
Roth Capital Partners, LLC
24 Corporate Plaza
Newport Beach, CA 92660	86,800(3)	86,800(3)	*	0
Michael Kirby
C/o Spencer Edwards, Inc.
6041 South Syracuse Way, Suite 305
Englewood, Colorado 80111	20,055(3)	20,055(3)	*	0
Gordon Dihle
C/o Spencer Edwards, Inc.
6041 South Syracuse Way, Suite 305
Englewood, Colorado 80111	3,677(3)	3,677(3)	*	0

23

Edward Price
C/o Spencer Edwards, Inc.
6041 South Syracuse Way, Suite 305
Englewood, Colorado 80111	3,008(3)	3,008(3)	*	0
Len Rothstein
C/o Western International Securities, Inc.
70 South Lake Avenue, Suite 700
Pasadena, California 91101	3,250(3)	3,250(3)	*	0
Richard Beleson
849 Union Street
San Francisco, California 94133	16,000(4)	16,000(4)	*	0
Costa Azul Alliance, SA
C/o Day & Campbell, LLP
2030 Main Street, Suite 1600
Irvine, California 92614	80,000(4)	80,000(4)	*	0
Rowland W. Day II, AS Trustee of the Day
Family Trust Established April 30, 1990
C/o Day & Campbell, LLP
2030 Main Street, Suite 1600
Irvine, California 92614	20,000(4)	20,000(4)	*	0
Derington Financial Limited
C/o Day & Campbell, LLP
2030 Main Street, Suite 1600
Irvine, California 92614	80,000(4)	80,000(4)	*	0
Donehew Fund Limited Partnership
C/o Robert Donehew
4405 Paper Mill Road
Marietta, Georgia 30067	20,000(4)	20,000(4)	*	0
Medical Systems Development Corp Profit
Sharing Trust
C/o Robert Donehew
4405 Paper Mill Road
Marietta, Georgia 30067	4,000(4)	4,000(4)	*	0
Gary Meyerson, M.D.
C/o Robert Donehew
4405 Paper Mill Road
Marietta, Georgia 30067	4,000(4)	4,000(4)	*	0
Robert Donehew
4405 Paper Mill Road
Marietta, Georgia 30067	12,000(4)	12,000(4)	*	0
Aaron Shrira
614 North Camden Drive
Beverly Hills, California 90210-3239	19,200(4)	19,200(4)	*	0
Jack Silver
920 5th Avenue
New York, New York 10021	50,000(4)	50,000(4)	*	0
Clarion Capital Corporation
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	16,000(4)	16,000(4)	*	0
Clarion Partners , L.P.
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	16,000(4)	16,000(4)	*	0

24

Clarion Offshore Fund, LTD.
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	16,000(4)	16,000(4)	*	0
Dynamic Equity Hedge Fund
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	4,000(4)	4,000(4)	*	0
Lendi LTD
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	4,000(4)	4,000(4)	*	0
Morton A. Cohen TTEE FBO The Morton A.
Cohen Revocable Living Trust
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	8,000(4)	8,000(4)	*	0
Rosmor Limited Partnership
1801 East 9th Street, Suite 1120
Cleveland, Ohio, 44114	16,000(4)	16,000(4)	*	0
Westhaven Properties, Inc.
C/o Day & Campbell, LLP
2030 Main Street, Suite 1600
Irvine, California 92614	80,000(4)	80,000(4)	*	0
Stephen Shapiro
62 Orchard Road
Demarest, New Jersey 07627	12,500(4)	12,500(4)	*	0
Roy Lessard
7453 Fairway Road
La Jolla, California 92037	3,200(4)	3,200(4)	*	0
Bob Miller
The Trippoak Group, Inc.
499 Park Avenue, 20th Floor
New York, NY 10022	12,500(4)	12,500(4)	*	0
Alan Budd Zuckerman
Genesis Select Corporation
2033 11th Street
Boulder, CO 80302	150,000(4)	150,000(4)	*	0
Xino Corporation
9025 Wilshire Blvd., Suite 301
Beverly Hills, CA 90211	360,000	360,000	1.4%	0

*	Less than 1%.
(1)	This table is based upon information supplied to us by the Selling Shareholders.
(2)	Assumes that the Selling Shareholders sell all of the shares available for resale.
(3)	Represents shares underlying warrants issued as compensation for acting as our placement agents in connection with the September 29, 2003 private placement to registered broker dealers or their affiliates who, with respect to the shares of our common stock they may sell pursuant to this prospectus, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended.
(4)	Represents shares underlying warrants.
(5)	Represents shares issued at $2.50 per share to affiliates of registered broker dealers who, with respect to the shares of our common stock they may sell pursuant to this prospectus, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended. The affiliates purchased the shares in the ordinary course of business, and at the time of the purchase had no agreements or understandings to distribute the securities.
(6)	Represents shares issued as compensation for acting as our placement agent in connection with the September 29, 2003 private placement to a registered broker dealer who, with respect to the shares of our common stock it may sell pursuant to this prospectus, may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended.

25

Relationship of Selling Shareholders to the Company

     Tratamientos Avanzados de la Adicción S.L. is owned and controlled by Dr. Juan José Legarda, a member of our board of directors. The registered broker dealers noted in footnotes (3), (5) and (6) above acted as our placement agents in connection with the September 29, 2003 private placement. None of the other Selling Shareholders listed above has held any position or office, or has had any material relationship, with Hythiam or any of our affiliates within the past three years.

PLAN OF DISTRIBUTION

     We do not know of any plan of distribution for the resale of our common stock by the Selling Shareholders. Hythiam will not receive any of the proceeds from the sale by the Selling Shareholders of any of the resale shares.

     We expect that the Selling Shareholders or transferees may sell the resale shares from time to time in transactions on the Amex or any exchange upon which the company may become listed, in privately negotiated transactions or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may sell the resale shares to or through broker-dealers, and such broker-dealers may receive compensation from the Selling Shareholders or the purchasers of the resale shares, or both.

     At any time a particular offer of resale shares is made, to the extent required, a supplemental prospectus will be distributed which will set forth the number of resale shares offered and the terms of the offering including the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter for the resale shares purchased from the Selling Shareholders, any discounts, commission and other items constituting compensation from the Selling Shareholders and any discounts, concessions or commissions allowed or paid to dealers. We do not presently intend to use any forms of prospectus other than print

     As noted in the table of Selling Shareholders, some of the Selling Shareholders are registered broker dealers or their affiliates who, with respect to the shares of our common stock they may sell pursuant to this prospectus, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended. The Selling Shareholders and any broker-dealers who act in connection with the sale of resale shares hereunder may be deemed to be “underwriters” as that term is defined in the Securities Act and any commissions received by them and profit on any resale of shares might be deemed to be underwriting discounts and commissions under the Securities Act.

     Any or all of the sales or other transactions involving the resale shares described above, whether by the Selling Shareholders, any broker-dealer or others, may be made pursuant to this prospectus. In addition, any resale shares that qualify for sale under Rule 145 of the Securities Act may be sold under Rule 145 rather than under this prospectus.

     In order to comply with the securities laws of certain states, if applicable, the resale shares may be sold in such jurisdictions only through registered or licensed brokers or dealers.

     The Selling Shareholders and any other persons participating in the sale or distribution of the resale shares will be subject to liability under the federal securities laws and must comply with the requirements of the Securities Act and the Exchange Act, including Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of our common stock by the Selling Shareholders or other persons. Under these rules and regulations, the Selling Shareholders and other persons participating in the sale or distribution:

• may not engage in any stabilization activity in connection with our common stock,
  

• must furnish each broker which offers resale shares covered by this prospectus with the number of copies of this prospectus and any supplement which are required by the broker, and
  

• may not bid for or purchase any of our common stock or attempt to induce any person to purchase any of our common stock other than as permitted under the Exchange Act.
  

26

      These restrictions may affect the marketability of any resale shares offered by the Selling Shareholders.

     We will make copies of this prospectus available to the Selling Shareholders and have informed the Selling Shareholders of the need for delivery of a copy of this prospectus to each purchaser of the resale shares prior to or at the time of any sale of the resale shares offered hereby.

     We may suspend the effectiveness or use of, or trading under, the registration statement if we shall determine that the sale of any securities pursuant to the registration statement would:

• materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the company for which we have authorized negotiations; materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the company, or
  

• require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the company and our stockholders.
  

     All costs and expenses associated with registering the resale shares being offered hereunder with the SEC will be paid by the company.

     The Selling Shareholders may agree to indemnify certain persons including broker-dealers or others, against certain liabilities in connection with any offering of the resale shares including liabilities under the Securities Act. We have not agreed to indemnify any Selling Shareholders, their broker-dealers or others against any liabilities in connection with any offering of the resale shares including liabilities under the Securities Act. We may enter into agreements with the Selling Shareholders regarding, among other things, the ability of the Selling Shareholders to sell shares registered for resale under the registration statement and compliance by the selling stockholder with the Securities Act and the Exchange Act.

DESCRIPTION OF CAPITAL STOCK

     We are authorized to issue 200,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value. The following description of our capital stock is intended to be a summary and does not describe all provisions of our certificate of incorporation or bylaws or Delaware law applicable to us. For a more thorough understanding of the terms of our capital stock, you should refer to our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus is a part.

Common Stock

     As of May 17, 2004, there were 24,975,207 shares of our common stock issued and outstanding, held by approximately 200 record holders and approximately 800 beneficial owners. In addition, as of May 17, 2004, there were warrants and options outstanding to purchase approximately 5,816,808 shares of our common stock.

     The holders of common stock are entitled to one vote per share on all matters to be voted upon by stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably dividends as may be declared by the board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. The common stock has no preemptive or conversion rights, other subscription rights, or redemption or sinking fund provisions. All issued and outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

     There are no shares of preferred stock designated or outstanding. The board of directors has the authority, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to designate the rights, preferences, privileges and restrictions of each series. The issuance of preferred stock could have the effect of restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control without further action by the stockholders. No shares of preferred stock are outstanding and we have no present plans to issue any shares of preferred stock.

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LEGAL MATTERS

     Certain legal matters in connection with this prospectus will be passed upon for us by Greenberg Traurig, LLP, Santa Monica, California. Greenberg Traurig, LLP and its attorneys hold no shares of our common stock, but have been issued non-qualified stock options to purchase up to 50,000 shares of our common stock, which vest one-third per year over three years.

BUSINESS

Overview

     Alcohol and drug abuse and addiction comprise a worldwide public health problem that affects many people and has wide-ranging social consequences. In 2002, an estimated 22 million Americans suffered from substance dependence or abuse due to drugs, alcohol or both, according to the National Survey on Drug Use and Health published by the Substance Abuse and Mental Health Services Administration (SAMHSA) in the U.S. Department of Health and Human Services. Summarizing data from the Office of National Drug Control Policy (ONDCP) and the National Institute on Alcohol Abuse and Alcoholism (NIAAA), the economic cost of alcohol and drug abuse exceeds $345 billion annually in the U.S., of which the health care component is over $41 billion and productivity losses account for approximately $245 billion. In comparison, the National Cancer Institute estimates that 9.6 million Americans suffer from cancer, and the Centers for Disease Control report on the Health Burden of Chronic diseases projects the economic cost of cancer in 2002 to total more than $170 billion, consisting of over $60 billion in direct medical costs, and over $110 billion for indirect costs such as lost productivity.

     Historically, the disease of addiction has been treated primarily through behavioral intervention, with fairly high relapse rates. SAMHSA reports that only 54% of those treated for alcoholism and 50% of those treated for cocaine and other stimulants complete the detoxification procedure. SAMHSA’s Drug and Alcohol Services Information System states that treatment completion rates in 2000 for outpatient treatment were only 41% for alcohol and 20% for cocaine. For patients who do complete treatment, the NIAAA reports relapse rates three months following treatment for alcohol dependence to be 50%. For the treatment of cocaine dependence, the Drug Abuse Treatment Outcome Survey (DATOS) reports a relapse rate of 69% one year following 90 days or less of outpatient treatment and 80% one year after 90 days or less of long-term residential treatment.

     Those suffering from alcohol and drug addictions have often been characterized as having social disorders or a lack of self-discipline, and there are relatively high relapse rates utilizing conventional treatment methodologies. We believe the medical community is ready for a new treatment approach. While we believe the psychological approach to addiction treatment is important, we recognize that physiological factors should be addressed first to provide the patient the best chance for recovery. We believe our physiological approach, focused on stabilizing neurological function, provides a substantial commercial opportunity.

     We have acquired, licensed and developed proprietary, patented and patent-pending treatment protocols designed to combat alcohol and drug addiction by treating the physiological component of the disease. Our first such proprietary technology, the HANDS Treatment Protocol™, is designed to treat addictions to alcohol, cocaine and other addictive stimulants—as well as combinations of these drugs. HANDS™ is a medically supervised treatment protocol for neurostabilization and detoxification from alcohol and/or addictive psychostimulants designed to simultaneously facilitate pain-free withdrawal, eliminate cravings and enhance cognitive function, resulting in accelerated recovery. Unlike many current practices for withdrawing addicted patients from alcohol, cocaine or other addictive stimulants, our HANDS Treatment Protocol eliminates the use of sedating medications, reduces inpatient treatment time, and requires no tapering or washout period. Our limited initial results indicate that the protocol may significantly reduce or eliminate withdrawal symptoms, have substantially higher completion rates than conventional treatments and, most importantly, eliminate the physical cravings that can be a major factor in relapse. By providing what we believe to be a more beneficial method for treatment of the physiological component of the disease, the HANDS Treatment Protocol can offer more patients an improved chance for recovery.

     Our plan is to apply our technology to an existing industry we view as fragmented with participants including health care providers such as physicians, psychologists, nurses, therapists, interventionists, counselors, hospitals, residential treatment centers, outpatient treatment facilities, and self-help groups. We expect patients to be referred for treatment by physicians and treatment

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centers using our technology through self-referrals, patients’ family members, friends, employers and associated unions, as well as employee assistance programs, criminal justice systems, health care providers, third party payors, and government agencies. We believe that the HANDS Treatment Protocol can provide a significant improvement to current treatment methodologies by reducing or eliminating the patient’s craving while increasing their cognitive function, resulting in reduced relapse rates and improved patient outcomes.

Addiction as a Disease

     Recent scientific research provides evidence that not only can drugs interfere with normal brain functioning but can also have long-term effects on brain metabolism and activity. At some point, changes may occur in the brain that can turn drug and alcohol abuse into addiction, a chronic, relapsing illness. Those addicted to drugs may suffer from compulsive drug craving and usage and be unable to quit by themselves, and professional medical treatment is often necessary to end this physiologically based compulsive behavior.

     We believe that the ability to successfully treat addictions can have an effect not only on drug abusers, but on society as a whole by reducing the cost of treating the addiction as well as the cost of treating conditions attributable to substance abuse, decreasing related criminality and violence, and reducing the costs associated with high risk behavior. According to NIAAA, 44% of all deaths due to liver cirrhosis are alcohol related, with most of these deaths occurring in people 40 to 65 years old. One study found that 20 to 37% of all emergency room trauma cases involve alcohol use. (Roizen, J., Alcohol and Trauma, 1988.) Another studied the incidence of cardiomyopathy in asymptomatic alcoholic men, finding that 46% exhibited evidence of cardiomyopathy. (Rubin, E., The Effects of Alcoholism on Skeletal and Cardiac Muscle, 1989.)

     The consequences of alcoholism and alcohol abuse effect most American families. One study estimates that 20-25% of all injury-related hospital admissions are the result of alcoholism or alcohol problems. (Waller J., Diagnosis of Alcoholism in the Injured Patient, 1988.) According to the National Commission Against Drunk Driving, nearly 600,000 Americans are injured in alcohol-related traffic crashes each year, resulting in 17,000 fatalities.

     Cocaine and crack use place a heavy load upon our criminal justice system. According to a Bureau of Justice Statistics Bulletin, “Prisoners in 2001,” published in August 2002, approximately 20% of the 1.2 million state and 55% of the 143,000 federal prisoners were convicted of drug offenses. The ONDCP reports that over 30% of all arrestees test positive for cocaine or crack. In 2001, over 17% of all Federal defendants were charged with cocaine/crack drug offenses.

     The consequences of cocaine and crack use extend beyond the criminal justice system. The National Institute on Drug Abuse (NIDA) reports the medical complications of cocaine use to include heart arrhythmias and heart attacks, chest pain and respiratory failure, strokes, seizures, and headaches, as well as abdominal pain and nausea. NIDA also notes that there have been no medications available to treat cocaine addiction.

U.S. Market Opportunity

     The U.S. market consists of a broad spectrum of people who are addicted to or have cravings for alcohol, psycho-stimulants (e.g., cocaine, crack, methamphetamine, crystal meth, speed), tranquilizers and opiates (e.g., heroin, morphine, codeine, methadone, Vicodin®, OxyContin®, Darvon®, Dilaudid®, Demerol®). In 2002, an estimated 22 million Americans suffered from substance dependence or abuse due to drugs, alcohol or both, according to SAMHSA. According to the report, only 3.5 million individuals aged 12 or over received some kind of treatment, with 2 million treated at self-help groups offering psychological therapy. Further, according to NIAAA, approximately 50% of people treated for alcohol dependence relapse within three months, and 90% are likely to experience at least one relapse within 4 years.

     Relapse rates are higher for those suffering from cocaine addiction as opposed to alcohol. The DATOS reports cocaine relapse rates of 69% after one year for those undergoing 90 days or less of outpatient drug free treatment. For those undergoing 90 days or less of long-term residential treatment, relapse rates were 80% at one year post-treatment.

     Due to the above factors, we believe there is a substantial market potential for our treatment protocols.

Development and Acquisition of Our Technology

     Our proprietary, patented and patent pending addiction treatment technology was developed by Dr. Juan José Legarda, a member of our board and a European scientist educated at the University of London, who has spent most of his professional career studying the science of addiction. Through his studies and research, Dr. Legarda discovered the adverse physical effects of addictions on the brain and began to develop treatment technologies that specifically focused on brain detoxification and recovery as a core part of addictive behavior modification.

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     On August 15, 2000, Dr. Legarda was issued U.S. Patent No. 6,103,734 for the treatment of opiate addiction. This patent, which will expire on August 27, 2016, was acquired by a medical technology company now known as Xino Corporation, and we acquired the patent in August 2003 at a foreclosure sale of Xino’s assets by Reserva, LLC in satisfaction of debt owed to Reserva by Xino. Reserva is owned and controlled by Terren S. Peizer, our chairman and chief executive officer and majority shareholder.

     In 2002, Dr. Legarda filed Patent Cooperation Treaty (PCT) applications in Spain for treatment protocols that he developed for treating addictions to alcohol and cocaine, which remain pending. We acquired the rights to these patent filings in March 2003 through a technology purchase and license agreement with Dr. Legarda’s company, Tratamientos Avanzados de la Adiccion S.L. Subsequent to acquiring these rights, we filed U.S. patent applications based on the prior PCT filings, as well as provisional U.S. patent applications for additional treatment protocols for alcohol, cocaine and other addictive stimulants. If these patents are issued, they will expire 20 years from the dates of original filing. These issued and pending patents and ongoing improvements we continue to research and develop comprise our technology known as the HANDS Treatment Protocol™.

Our Solution

     Studies published by the National Institute on Drug Abuse (NIDA) and National Institute on Alcoholism and Alcohol Abuse (NIAAA) illustrate the neurochemical and physical changes to the brain wrought by chronic alcohol and drug abuse and dependence. These studies involve the use of objective analytical tools including Positron Emission Tomography (PET) as well as other diagnostic tools. In drug abuse research, PET scans are being used to identify the brain sites where drugs and naturally occurring neurotransmitters act, to show how quickly drugs reach and activate a neural receptor, and to determine how long drugs occupy these receptors and how long they take to leave the brain. PET is also being used to show brain changes following chronic drug abuse, during withdrawal from drugs, and while the research volunteer is experiencing drug craving. In addition, PET can be used to assess the brain effects of pharmacological and behavioral therapies for drug abuse (The Basics of Brain Imaging, NIDA).

     While treating the psychological component of the disease is important, Hythiam recognizes that physiological factors of addiction should be addressed first to provide patients with an improved chance for recovery. The HANDS Treatment Protocol™ is designed to treat alcohol, cocaine and other addictive stimulants, as well as combinations of these drugs, by targeting specific neurological transmitters and receptors which have been damaged as a result of chemical addiction and dependence.

     We license our HANDS Treatment Protocol to healthcare providers to treat addictions to alcohol, cocaine and other addictive stimulants—as well as combinations of these drugs. HANDS™ is a medically supervised treatment process in which designated prescription medications are administered in specific sequences, amounts and rates under the supervision of a licensed physician. The treatment is designed for detoxification, or the medically managed withdrawal from the psychoactive substance. HANDS also seeks neurostabilization, or stabilizing the patient’s brain chemistry, in order to eliminate cravings, enhance cognitive function and facilitate a pain-free withdrawal, thereby resulting in accelerated recovery. Limited initial results indicate that our protocols may significantly reduce or eliminate withdrawal symptoms, have significantly higher completion rates than conventional treatments, and reduce or eliminate the physical cravings that can be a major factor in relapse.

     For the treatment of alcoholism, cocaine and other addictive stimulants, the HANDS Treatment Protocol consists of two to three consecutive days of treatment in a hospital or at a licensed healthcare facility, thereby reducing inpatient treatment time. Unlike traditional detoxification therapy, use of the HANDS Treatment Protocol is non-sedating and patients remain awake throughout their treatment. Our protocols do not use sedating medications such as long-acting benzodiazepines, and therefore do not require either gradually tapering off such medications or a washout period to allow the patient to fully recover from the sedative effects of such medications. The short period of inpatient stay during treatments provides patients convenience and the ability to manage their time away from work and family. We believe the short treatment period when using the HANDS Treatment Protocol is a major advantage over traditional treatments which typically consist of 5 to 14 days of combined inpatient detoxification and washout period, plus up to 28 days in a rehabilitation or residential treatment center. The traditional treatment requires extended time off work and away from family and friends. Approximately 73% of all current adult illicit drug users are employed, and loss of time from work can be a major deterrent for seeking treatment.

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     We also provide hospitals and attending physicians with information and administrative services to facilitate continuing care services that help patients rebuild their lives after recovering from the physical effects of addiction, and learn new life skills to maintain sobriety.

Competition

     Conventional forms of addiction detoxification are typically conducted in medically supervised environments. Regardless of the approach, there is great variability in the durations of the detoxification procedure, the levels of medical supervision, the costs to the patients and the recidivism rates.

     Currently accepted practice for withdrawing patients from an addiction to alcohol consists of heavily sedating the patient at an inpatient hospital facility for a period of 3 to 5 days. Due to the heavy sedation, the patient typically is stabilized for an additional 5 to 7 days as a “washout.” This procedure, while medically necessary due to the dangers of convulsions when withdrawing alcoholics from alcohol, does not relieve the patient’s cravings or desire to drink. Further, the drugs typically used during this procedure can be addictive and may cause side effects.

     While withdrawal from cocaine addiction is not considered to involve a significant risk of death, current detoxification procedures are unpleasant. Following an extended period of dependence, cocaine addicts generally are unable to experience the feeling of pleasure during and following detoxification as a result of the effect of cocaine on the brain. Detoxification procedures typically involve the use of sedatives to assist patients through this difficult period. Cravings, however, are especially pronounced and may re-occur for months to years, and the medications most commonly used can be addictive and cause side effects.

     The addiction medication naltrexone is marketed by a number of generic pharmaceutical companies as well as under the trade name ReVia® by Bristol Myers Squib, and has been shown to reduce cravings in the treatment of alcoholism. However, naltrexone must be administered on a chronic or continuing basis and is associated with relatively high rates of side effects, including nausea. U.S. sales are estimated to be just under $25 million per year for this treatment. There are also a number of companies reported to be developing medications for reducing craving in the treatment of alcoholism. These include:

• Alkermes is developing a depot form of naltrexone. This product is a long-acting injectable form of naltrexone intended to be administered by a physician via monthly injections. A recent press release reports the product was found to reduce drinking in males by 20%, but to have no statistically significant impact on drinking in women. Alkermes reports that it intends to submit an NDA to the FDA by the end of 2004.
  
  
• Merck AG is developing acamprosate, an NMDA antagonist. The product must be taken two to three times per day on a chronic or long-term basis.
  

     We see these products as being potentially useful during the continuing care phase of treatment following treatment by the HANDS Protocols, but not being directly competitive. To the best of our knowledge, there are no treatments or medications available within the U.S. that reduce the cravings for cocaine, methamphetamine or other additive prescription psychostimulants.

     These detoxification procedures are conducted at public and private hospitals, and public and private addiction treatment facilities throughout the country. SAMHSA lists approximately 2,500 facilities that report conducting detoxification procedures.

     There are approximately 2,500 facilities reporting to the Substance Abuse and Mental Health Services Administration (SAMSHA) to provide detoxification services on an inpatient or outpatient basis. Well known examples of month-long residential treatment programs include The Meadows, Betty Ford Center, Hazeldon Institute and Sierra Tucson. In addition, individual physicians may provide detoxification treatment in the course of their practices. There appears to be no standard protocol or reliable reporting mechanism for measuring outcomes. SAMHSA reports that only 54% of those treated for alcoholism and 50% of those treated for cocaine and other stimulants complete the detoxification procedure. SAMHSA reports in its Drug and Alcohol Services Information System that treatment completion rates in 2000 for outpatient treatment were only 41% for alcohol and 20% for cocaine. These low treatment completion rates are directly related to relapse rates.

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Our Competitive Advantage

     We believe the Hands Treatment Protocol offers an advantage to traditional alternatives because it provides a detoxification methodology that is non-sedating, can be completed in only two to three days, offers an immediate improvement in cognitive function, and reduces craving, a primary cause of relapse.

     Current treatments for detoxification from alcohol and addictive psychostimulants generally consist of administration of high doses of long-acting benzodiazepines over several days which results in sedation. In addition, these benzodiazepines are themselves potentially addictive. The dose of the benzodiazepines must be gradually reduced or tapered over time rather than abruptly halted, which could result in adverse reactions. Since these medications are long-acting, it takes a wash-out period of several days following the last dose before the patient fully recovers from the sedative effects.

     The HANDS Treatment Protocol™ for alcoholism, cocaine and other addictive stimulants consists of two to three consecutive days of treatment in a hospital or at a licensed healthcare facility. Patients are not sedated during the procedure, and most patients remain awake and comfortable throughout the procedure. To date, substantially all patients have completed the treatment procedure. We attribute the high completion rate to the fact that the voluntary procedure is designed to be comfortable and nonsedating, detoxification is completed within only two to three days (as compared to a week or more for many traditional treatment programs), and patients report experiencing increased mental clarity and focus (enhanced cognitive function), and significantly reduced or eliminated craving.

     A report of data collected retrospectively by the Spanish government on 221 patients treated by Dr. Legarda in Madrid, Spain as of March 2003 with the original protocol acquired by Hythiam showed the following results:

100% of the 221 patients completed the treatment procedure. Post-treatment results were as follows:

• 6 months post-treatment, for 187 patients (excluding 8 patients whose treatments were delayed):
  
  
  • 75% retained in aftercare
    
    
  • 11% relapsed
    
    
  • 14% unknown status
    
    
• 23 months post-treatment, for 125 patients (excluding 4 patients whose treatments were delayed):
  
  
  • 61% retained in aftercare
    
    
  • 18% relapsed
    
    
  • 21% unknown status

     At Little Company of Mary, 30 patients were treated from November 2002 through April 2004 with the HANDS Treatment Protocol, of whom over 60% had unsuccessfully undergone prior treatment. For 22 patients undergoing our HANDS for Alcohol protocol, 100% completed treatment and 82% are currently in remission. For eight patients undergoing our HANDS for Stimulants protocol, six patients completed the treatment, four of whom remain in remission. Two patients completed the primary treatments but did not return for the follow-up treatments, against medical advice, and have relapsed.

     The most significant outcomes following treatment have included patient self-reports of increased mental clarity and focus (cognitive function) and loss of interest in and cravings for using the substance of addiction. Further, patients report the HANDS Treatment Protocol reduces or eliminates other common symptoms of Post Acute Withdrawal Syndrome (PAWS), including memory problems, emotional overreactions, sleep disorders, physical coordination problems and stress sensitivity.

     We believe that the total cost of providing treatment using the HANDS Treatment Protocol falls within the typical range of prices for conventional treatment programs. We also believe that treatment using our protocols can have higher completion rates, greater compliance, elimination of withdrawal symptoms, reduction or elimination of cravings, improved cognitive functioning and potentially lower relapse rates. The following is a list of advantages we believe our treatment technologies may demonstrate over traditional treatment methodologies:

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1	.	The HANDS Treatment Protocol™ requires substantially less treatment time than do current treatment regimens.Current practice for detoxification from alcohol, cocaine and other addictive stimulants can require from 5 to asmany as 14 days of combined inpatient treatment and washout period. The HANDS Treatment Protocol for alcohol,cocaine and other addictive stimulants takes less than one hour per day for two to three consecutive days oftreatment. Since treatment using the HANDS Treatment Protocol can be completed in 2 to 3 days at a time,individuals can return to work and their families with minimal time off or time away from normal activities.According to the New York State Office of Alcoholism and Substance Abuse Services, approximately 73% of allcurrent adult illicit drug users are employed, and loss of time from work can be a major deterrent for seekingtreatment.
2	.	The HANDS Treatment Protocol eliminates the need for sedating medications traditionally utilized fordetoxification from alcohol, cocaine and other addictive stimulants. In addition to the problems associated withsedation, the most commonly utilized medications such as Valium® (diazepam), Ativan® (lorazepam), and Xanax®(alprazolam) can themselves pose a significant risk of addiction and require a time-intensive dose tapering andwashout period.
3	.	The completion rate for treatment for alcohol addiction using the HANDS Treatment Protocol has been 100% for all patients treated to date, compared to current detoxification procedures for alcohol that have a completion rate of 54%, according to SAMHSA.
4	.	Treatment using the HANDS Treatment Protocol usually results in elimination of cravings and an improvement incognition. Improved cognitive abilities, coupled with reduced or eliminated craving, can result in improvedjudgment and may be a factor in the reduced incidence of relapse compared to traditional therapies. Immediatelyfollowing completion of treatment using the HANDS Treatment Protocol, most patients have reported no interest indrinking or using cocaine or other addictive stimulants.

Our Strategy

     We generate revenues by charging fees to licensed healthcare providers for access to our proprietary protocols and the right to use them in treating their patients, and for providing administrative management services in connection with the HANDS treatments. The administrative services we offer include providing on-site liaisons, client and hospital education, continuing care information, marketing and sales support, data collection and aggregation, patient registration and patient follow-up data collection.

     We intend to: (1) exploit our current proprietary, patented and patent-pending treatment technology by expanding the number of treatment sites that license our technology; (2) on behalf of healthcare providers licensing our technology, identify, market to and facilitate access to aftercare treatment centers; and (3) acquire, license, develop and bring to market new addiction treatment protocols via our own internal research and development as well as strategic alliances with major research institutes worldwide.

1. Expand the Number of Inpatient Treatment Sites

We currently have a multi-year contract with a hospital and drug addiction treatment facility in the greater Los Angeles area which is licensing and utilizing the HANDS Treatment Protocol™. For the year ended December 31, 2003, HANDS™ licensing fees from this hospital accounted for 100% of our revenues. Building upon our initial site in California, we intend to develop a system of licensees within the U.S. authorized to use the HANDS Treatment Protocol in treating addictions to alcohol, cocaine, and other addictive stimulants, as well as combinations of these drugs.

We are actively engaged in seeking to expand our base of treatment sites, focusing on large metropolitan areas within the U.S. We will focus our expansion plans on densely populated cities, particularly in states where patients are migrating to other states for treatment at residential facilities. We believe our treatment protocols will provide hospitals and physicians access to an affordable and convenient treatment alternative for their substance abuse patients.

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2. Market to Aftercare Treatment Centers

The HANDS Treatment Protocol is designed not only to provide a rapid means for completing detoxification, but also to reduce or eliminate the patient’s cravings for alcohol or addictive stimulants. We believe this to be a critical first step which can accelerate the recovery process. We intend to identify treatment centers that focus on providing recovery-related aftercare, and to facilitate access to this care.

3. Develop New Addiction Treatment Protocols

Our goal is to bring new treatment protocols to market on an ongoing basis. We will seek to acquire or license new addiction treatment protocols that may be developed in the future. Further, we intend our internal research programs will utilize an array of alliances and partnerships with other organizations specializing in the research and development of new addiction treatment technologies. We believe that this research alliance strategy will seek to create, maintain and strengthen our position as a leader in addiction treatment technology.

Our Technology, Products and Services

     Our addiction treatment technology is based on studies and research on the adverse physical effects of addictions on the brain and the development of treatment technologies that specifically focus on detoxification and restoration of damaged neurons as a core part of addictive behavior modification, to minimize cravings for drugs and alcohol and improve the cognitive function of the patient. Our treatment protocols seek to restore damage to the brain caused by addiction. We have labeled this proprietary treatment protocol the HANDS Treatment Protocol™. Our products and services include the different treatment protocols for alcohol, cocaine and other addictive stimulants we license to hospitals and other healthcare providers. We also offer administrative services that we plan to make available to our clients, including provision of an on-site liaison, marketing and sales support, data collection and aggregation, patient registration and patient follow-up data collection.

      The HANDS for Alcohol Protocol consists of:

• a medical examination, including specific laboratory tests, prior to initiation of treatment
  
• administration of prescription medications during two days of treatment
  
• amino acids
  
• nutrients and vitamins
  
• discharge medication prescription
  

      The HANDS for Stimulants Protocol consists of:

• a medical examination, including specific laboratory tests, prior to initiation of treatment
  
• administration of prescription medications during three days of treatment
  
• return three weeks later for an additional two days of treatment
  
• amino acids
  
• nutrients and vitamins
  
• discharge medication prescription

     Detoxification is completed following the first day of treatment. Cognitive enhancement and craving reduction and elimination are completed following the second and third day of treatment. The cognitive enhancement and craving reduction and elimination are surrogate markers for the physiological change and neurostabilization of the brain.

     The prescription medications used in the HANDS Protocols are FDA approved and readily available from a hospital or outside pharmacy. While our protocols call for the use of these prescription drugs for the treatment of chemical dependency and drug addiction, conditions not named in the drugs’ official labeling, licensed physicians are permitted to prescribe prescription drugs for off-label uses in the independent practice of medicine, and we therefore do not believe our protocols require FDA approval.

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Research and Development

     We intend to continually enhance our addiction treatment technology and products as well as research and develop new products to maintain technological competitiveness and deliver increasing value to new and existing customers. We are in the process of seeking to establish research collaborations with researchers specializing in the science of addiction.

     We will continue to expand our target market by acquiring or licensing treatment methods for other substance dependencies and addictions as new technology is developed and becomes available.

Sales and Marketing

     Substance dependency is a worldwide problem with dependency rates continuing to rise despite the efforts by national and local health authorities to curtail its growth. We will initially focus on expanding our presence in the U.S. market by targeting geographic areas with high numbers of substance dependent individuals and licensing our protocols and providing our services to healthcare providers in those areas. We will focus our direct sales efforts on recruiting new hospital sites in identified target markets to expand our number of treatment site customers.

     Our marketing strategy is based upon developing and promoting a comprehensive treatment approach integrating proprietary state-of-the-art treatment protocols, assessment tools, education, and information about aftercare programs. We will co-promote programs with our licensees through Internet marketing, direct mail, and local sponsorship of professional education programs. On a national level, we will promote our proprietary brands through professional journal advertising, direct mail, Internet marketing, and sponsorship of educational programs. In addition to our goal of the HANDS Treatment Protocol™ becoming the preferred treatment method for individuals seeking to pay for treatment privately, we believe that third party payors, including entities from both the government and private sectors, will be important to our long-term growth. We will conduct business development initiatives to secure the acceptance and endorsement of treatment using our protocols as appropriate for reimbursement by third party payors, nationally recognized addiction treatment organizations and governmental organizations.

     HANDS is currently used only for private pay patients, and no reimbursement is sought from Medicaid, insurance or other third-party reimbursement. In developing our marketing plan, we have taken into consideration the following market dynamics for our efforts:

Traditional Payors

1. Private Pay

According to reports by SAMHSA, of persons aged 12 or older who received any alcohol or illicit drug treatment, more paid for all or part of their most recent treatment with their own savings or earnings (or those of family or friends) than any other source (47.4%). We will initially focus our efforts on targeted communication emphasizing that the cost effectiveness of treatment using the HANDS Treatment Protocol™ will provide private pay patients with a preferred alternate choice for treatment. We will communicate the benefits of the HANDS Treatment Protocol, which include a short-term inpatient treatment time of two or three consecutive days for alcohol, cocaine and other stimulant dependence. Compared to the typical 7 to 14 days of combined inpatient and washout period for sedative-based detoxification, use of the HANDS Treatment Protocol can significantly reduce the disruption to patients’ lives caused by treatment. Detoxification using the HANDS Treatment Protocol can easily be fit into a weekend or short absence from work. Further, the HANDS Treatment Protocol is designed to significantly improve aftercare compliance and success by reducing relapse rates.

2. Managed Care, Insurance and other Third-Party Reimbursement

In order to compete effectively for managed care agreements and receive adequate reimbursement from payors for treatment using our protocols, healthcare providers must demonstrate that use of the HANDS Treatment Protocol is a beneficial and cost effective treatment. We will, through our clinical and market research activities, gather and disseminate appropriate data to the payors that should validate the benefits and cost effectiveness of treatment using the HANDS Treatment Protocol. We believe the economic benefits provided by the HANDS Treatment Protocol include reduction in healthcare costs and improved membership retention, while providing positive medical outcomes. We plan to include or contract directly with disease state management providers in the design and conduct of our outcome studies.

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3. Medicaid

We intend to solicit Medicaid endorsements of treatment using our protocols on a state-by-state basis utilizing outcomes data developed by our licensees. Based upon initial results, our HANDS Treatment Protocol can offer better outcomes than traditional approaches. To date, 100% of all patients treated by physicians using the HANDS Treatment Protocol for alcohol have completed treatment, compared to the national average of 54% for alcoholism.

Other Payor Groups

1. Employee Assistance Programs

Approximately 15% of the American workforce is unionized. Many of these unions and large employers support employee assistance programs (EAPs) that are well positioned to assist employees with a variety of social, legal, financial, and medical issues including drug addiction. For many blue-collar workers with addictive disabilities, EAPs are the first line of defense and support. For us, these EAPs may provide a potential referral source for centers that license our technology for qualified clients with third-party financial support. According to InfoUSA, there are approximately 1,100 EAPs in the United States. We plan to begin addressing this market by targeting discussions with large benefit companies that administer EAPs.

2. Drug Courts and Prison Systems

According to a Bureau of Justice Statistics Bulletin, “Prisoners in 2001,” published in August 2002, approximately 20% of the 1.2 million state and 55% of the 143,000 federal prisoners were convicted of drug offenses. A significant number of state and federal prisoners receive alcohol treatment after admission into prison. We believe that state and federal prison systems are in need of a more beneficial and convenient treatment alternative and we intend to solicit major prison systems to utilize our protocols. More importantly, we will seek to work with state and federal justice systems to intervene prior to incarceration with a goal of reducing the number of drug offenders admitted into prison.

Drug courts first came to prominence in 1989 as a means to deal with the growing number of alleged criminals involved with substance abuse. According to the “Drug Court Activity Fact Sheet, May 9, 2003,” the number of drug courts grew to 475 in 1999 and as of May 1, 2003, there are 1,042 drug courts located in all 50 states, with over 400,000 participants to date. Drug courts generally encourage the user to seek treatment in lieu of incarceration. We will seek to engage and educate all parties (judges, attorneys, physicians, counselors) that influence the selection of the drug treatment facility.

3. Employers

Many large employers are self-insured and use an insurance company as a third-party administrator to process benefit claims. As such, these employers have a direct vested interest in reducing healthcare costs. According to most recent reports by ONDCP and NIAAA, productivity losses resulting from drug abuse in 2000 amounted to approximately $110 billion and productivity losses resulting from alcoholism was $134 billion in 1998. We plan to educate and directly solicit large employers and employer coalitions. By communicating with both employer coalitions and trade unions, we believe that treatment provided using the HANDS™ protocols can become the treatment of choice for substance abuse.

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4. Federal and State Governments

We believe the U.S. Government will be a significant third-party payor as well as a potential referral source for our customers. It finances TRICARE, CHAMPUS, the Veterans Administration hospital system, and numerous drug abuse education and prevention programs. California’s Proposition 36 and Arizona’s Proposition 200 redirect the states’ priorities back towards rehabilitation as opposed to punishment, and may provide us an opportunity to work with both states’ criminal justice systems.

Product Marketing

     We anticipate that our product marketing will be done in two ways:

• broad awareness
  

• focused target market initiatives.
  

     Broad awareness will be done via our consumer website, press releases, endorsements, printed media advertising, internet promotions and local radio, television and print media coverage. We will support local targeted marketing efforts of the hospitals, healthcare facilities and other healthcare providers that license our HANDS™ treatment technologies. Additional target market campaigns may be accomplished via local publications, direct mail, seminars, forums, tradeshows, and email to generate referral sources and referrals.

Public Relations

     The goal of our public relations program will be to promote awareness and generate leads from referral sources, healthcare professionals and organizations, government agencies, and end users. This may be done via press releases, endorsements, and media placement campaigns. The forms of media that will be targeted for placement will be local radio segments, print articles, internet postings, local, regional, and national television/radio segments and stories. We believe this form of awareness/lead generation to be superior to advertising both in terms of quality of awareness and number of leads generated.

Advertising

     We anticipate that advertising will be limited to local publications in regional treatment center areas, specific trade publications for occupations with high substance dependence rates, healthcare professional publications with subscribers who would be good referral sources and top Internet search engines.

Strategic Alliances

     The organizations listed below are indicative of the types of entities with whom we will seek to develop alliances. Developing such alliances will be an important component of our success when entering new markets, developing referral sources for our customers and growing market share.

1. Residential Treatment Centers

Most residential treatment centers rely on local hospitals to provide detoxification treatment for patients prior to admission to the residential program. We will seek to identify and provide information to these treatment facilities on behalf of our hospital affiliates and licensees to facilitate their ability to provide patients with the combined benefits of treatment using the HANDS Treatment Protocol™ and the residential aftercare program.

2. Community-Based Clinics

Community-based clinics, whose patients include families of abuse, drunk drivers, drug abusers, etc., are a regular source of referrals for hospitals. We will seek to educate these clinics on the value and benefits of our treatment methods. We believe that the relatively low treatment dropout rate and recidivism rate and greater compliance for our treatment protocols may offer a competitive advantage for the clinics that can offer their patients access to treatment using our protocol.

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3. Proprietary for Profit, Government, and Private Not-for-Profit Treatment Programs

These types of organizations provide a variety of recovery treatment services. We will seek to enter into agreements with these organizations, pursuant to which we will license the HANDS Treatment Protocol and provide our services, including the facilitation of continuing care.

Proprietary Rights and Licensing

     Our success depends upon a number of factors, including our ability to protect our proprietary technology and operate without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright laws and contractual restrictions to protect the proprietary aspects of our technology. To help ensure compliance with our license/joint venture agreements, we intend to deploy onsite directors. In March 2003, we acquired the patent-pending treatment protocols for alcohol and cocaine, which we have branded the HANDS Treatment Protocol™. We have the following branded trade names:

• Hythiam™
  

• HANDS™
  

• The HANDS Patient Protocol™
  

• HANDS Treatment Protocol™
  

     We impose restrictions in our protocol license agreements on our customers’ rights to utilize and disclose our technology. We also seek to protect our intellectual property by generally requiring employees and consultants with access to our proprietary information to execute confidentiality agreements and by restricting access to our proprietary information. We require that, as a condition of their employment, employees assign to us their interests in inventions, original works of authorship, copyrights and similar intellectual property rights conceived or developed by them during their employment with us.

Employees

     As of May 17, 2004, we employed a total of approximately 32 persons. We anticipate hiring additional employees over the next year to meet our growth expectations. With the exception of our executive officers, all of our employees are at will. Our chairman and chief executive officer, Terren S. Peizer, director and chief operating officer, Anthony M. LaMacchia, chief financial officer, Chuck Timpe, senior vice president of sales, James W. Elder, and senior vice president of medical affairs, David E. Smith, M.D. are each party to an employment agreement which, subject to termination for cause or good reason, has a term of four or five years. We have not experienced any problems in attracting and retaining desirable employees, and we believe our relationships with our employees are good.

PROPERTY

     Our principal executive offices, including all of our sales, marketing and administrative functions, are located in leased office space of approximately 10,688 square feet in Los Angeles, California. The lease commenced on December 15, 2003, and has an initial base rent of approximately $33,000 per month, subject to annual adjustment over its seven-year term. We believe this facility will be

adequate to meet our needs for the foreseeable future. As we expand, we may lease additional regional office facilities, as necessary, to service our customer base.

LEGAL PROCEEDINGS

     From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this prospectus, we are not currently involved in any legal proceeding that we believe would have a material adverse effect on our business, financial condition or operating results.

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MARKET FOR OUR SECURITIES

Market Information

     Our common stock is listed for trading on the American Stock Exchange under the symbol “HTM.” Prior to December 15, 2003, the stock was quoted on the OTC Bulletin Board. Following is a list by fiscal quarters of the sales prices of the stock:

	Sales prices
2004	High		Low
1st Quarter	$	8.40	$	4.13
2003
4th Quarter	$	7.50	$	6.70
3rd Quarter(2)(4)	$	7.10	$	7.10
2nd Quarter(2)	$	0.54	$	0.52
1st Quarter(3)		—		—
2002
4th Quarter(2)	$	0.54	$	0.50
3rd Quarter(1)(2)	$	0.54	$	0.54
2nd Quarter(1)		—		—
1st Quarter(1)		—		—

Notes to Stock Price Table:
(1)	There were no trades reported on the OTCBB prior to September 27, 2002.
(2)	Adjusted to reflect a 2.007 for one forward stock split on September 30, 2003, and rounded down to the next whole cent. Over-the-counter market quotations may reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
(3)	There were no trades reported on the OTCBB during this quarter.
(4)	Hythiam, Inc. merged with the registrant on September 29, 2003. See “Background on the Merger” under “Selling Shareholders” on page 13. There were no trades reported on the OTCBB during this quarter prior to that date.

On May 14, 2004, the last reported sale price of our common stock on the Amex was $4.15 per share.

Holders and Dividends

     As of May 14, 2004, there were approximately 200 record holders and approximately 800 beneficial owners of our common stock.

     We have never declared or paid any dividends. We may, as our board of directors deems appropriate, continue to retain all earnings for use in our business or may consider paying dividends in the future.

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SELECTED FINANCIAL DATA

     The following selected financial data is qualified by reference to, and should be read in conjunction with, the Financial Statements of the Company and related Notes thereto included in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(In thousands, except per share amounts)	Period from February 13, 2003 (Inception) through December 31, 2003
STATEMENT OF OPERATIONS DATA
Revenues	$	75
Operating expenses
General and Administrative
Salaries and benefits		1,617
Other expenses, including $337 related to stock-based payments		1,928
Depreciation and amortization		75
Total operating expenses		3,620
Loss from operations		(3,545	)
Interest income		41
Loss before provision for income taxes		(3,504	)
Provision for income taxes		—
Net loss	$	(3,504	)
Basic and diluted loss per share	$	(0.21	)
Weighted average shares outstanding		16,888
BALANCE SHEET DATA (as of December 31, 2003)
Cash and cash equivalents	$	3,444
Total current assets		17,344
Total assets		22,580
Total liabilities		2,092
Stockholders’ equity		20,488
CASH FLOW STATEMENT DATA
Net cash used in operating activities	$	(1,675	)
Net cash used in investing activities		(16,226	)
Net cash provided by financing activities		21,345
BALANCE SHEET DATA (as of March, 31, 2004)
Cash and cash equivalents	$	1,670
Total current assets		14,711
Total assets		20,135
Total liabilities		2,065
Stockholders’ equity		18,070

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and the other financial information included in this prospectus.

Forward-Looking Statements

     The forward-looking comments contained in the following discussion involve risks and uncertainties. Our actual results may differ materially from those discussed here due to factors such as, among others, limited operating history, difficulty in developing, exploiting and protecting proprietary technologies, intense competition and substantial regulation in the healthcare industry. Additional factors that could cause or contribute to such differences can be found in the following discussion, as well as under the “Risks Factors” heading beginning on page 3.

Overview

     We are a development-stage healthcare services management company. We have been unprofitable since our inception and we expect to incur substantial additional operating losses for at least the foreseeable future as we incur expenditures on research and development, implement commercial operations and allocate significant and increasing resources to sales, marketing and other startup activities. Accordingly, our activities to date are not as broad in depth or scope as the activities we may undertake in the future, and our historical operations and financial information are not necessarily indicative of the future operating results or financial condition or ability to operate profitably as a commercial enterprise.

Our Offices

     We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025, and our telephone number is (310) 444-4300. Our website is located at www.hythiam.com. Information contained on our website is not incorporated by reference into this report and you should not consider information on our website a part of this report.

Results of Operations

     During the period from February 13, 2003 (Inception) to March 31, 2003, we had not commenced any business activities. The following table presents statements of operations data for each of the quarters from inception through 2003 year end, and unaudited information for the quarter ended March 31, 2004. We believe that all necessary adjustments have been included to present fairly the quarterly information when read in conjunction with our annual financial statements and related notes. The operating results for any quarter are not necessarily indicative of the results for any subsequent quarter.

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				Quarter Ended
	June 30, 2003			September 30, 2003			December 31, 2003			March 31, 2004
	(in thousands, except per share amounts)
Revenues	$	—		$	44		$	31		$	67
Operating expenses
General and administrative
Salaries and benefits		63			364			1,190			1,288
Other expenses		138			515			1,275			1,686
Depreciation and amortization		—			9			66			143
Loss from operations		(201	)		(844	)		(2,500	)		(3,050	)
Interest income		—			3			38			40
Loss before provision for
income taxes		(201	)		(841	)		(2,462	)		(3,010	)
Provision for income taxes		—			—			—			2
Net loss	$	(201	)	$	(841	)	$	(2,462	)	$	(3,012	)
Basic and diluted loss per share	$	(0.02	)	$	(0.06	)	$	(0.13	)	$ ( 0.12)

Revenues

     We have a limited history of operations, have not yet commenced substantial marketing activities, and have not generated significant revenues from operations. From inception through March 31, 2004, we have recognized license fee revenues for a limited number of patients who have been treated at one hospital in the Los Angeles area using the HANDS Patient Protocol™. In November 2003 we signed a three-year contract with that hospital formalizing the previous arrangements and setting forth the terms of our licensing agreement, and in May 2004 signed a contract with a second hospital. As we implement commercial operations and allocate significant and increasing resources to sales and marketing, we intend to enter into similar agreements with additional hospitals and licensed healthcare providers and increase the number of patients treated.

     We generate revenues from fees that we charge to hospitals, healthcare facilities and other healthcare providers that license our HANDS™ protocols. Revenues are generally related to the number of patients treated. Key indicators of our financial performance in the future will be the number of facilities and healthcare providers that will contract with us to license our technology and the number of patients that are treated by those providers using the HANDS protocols. As of the date of this prospectus we had two hospitals under contract with a limited number of patients treated using the HANDS protocols.

Expenses

     We have devoted substantially all of our resources to the payment of salaries and benefits, legal and professional and other general and administrative expenses during our start-up period. In the quarter ended March 31, 2004, our total operating expenses were approximately $3.1 million, of which $1.3 million was attributable to salaries and benefits. We expect salaries and benefit costs to continue to increase by 10 to 15% per quarter as we add staff to support our anticipated growth. Rent expense increased by $53,000 over the prior quarter as a result of the commencement of our new office lease at the beginning of the quarter. Accounting, auditing and legal fees increased by $128,000 from the prior quarter primarily due to costs related to completing our annual audit and filing our annual report on Form 10-K and this registration statement during the quarter ended March 31, 2004.

     We have also expended approximately $2.4 million in lease build-out costs, computer hardware and software costs, telephone and communication systems, office furniture and other office equipment in connection with the opening of our corporate offices in new lease space. We have invested in the infrastructure we believe we will need, both in management as well as systems and equipment, to develop, market and implement our business plan.

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Liquidity and Capital Resources

     We have financed our operations since inception primarily through the sale of shares of our stock. Last year we received net proceeds of approximately $21 million from the private placement of equity securities. During 2003 and through March 31, 2004, we used approximately $4 million in operations and approximately $3 million in capital expenditures and acquisition of intellectual property, leaving a balance of approximately $14 million in cash, cash equivalents and marketable security investments at March 31, 2004.

     Since we are a developing business, our prior operating costs are not representative of our expected on-going costs. In the first quarter of 2004 we have focused on completing the hiring of our senior management team and supporting staff, and have begun to devote resources to marketing and business development. As we implement commercial operations and allocate significant and increasing resources to sales, marketing and other start-up activities, we expect our monthly cash operating expenditures in 2004 to increase to an average of approximately $1.1 million per month for the remainder of the year, excluding operating costs related to planned treatment sites.

     In the first quarter we expended approximately $300,000 to complete the build-out, furnishing and equipping of our new corporate offices. We plan to spend approximately $800,000 in additional capital expenditures in 2004 as we increase our staff, purchase equipment and develop information systems for new treatment sites opened by licensees. We continue to invest in the infrastructure we believe we will need, both in management as well as systems and equipment, to develop, market and implement our business plan.

     Our future capital requirements will depend upon many factors, including progress with marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, the necessity of, and time and costs involved in obtaining, regulatory approvals, competing technological and market developments, and our ability to establish collaborative arrangements, effective commercialization, marketing activities and other arrangements. We expect to continue to incur negative cash flows and net losses for at least the next twelve months. Based upon our current plans, we believe that our existing capital resources will be sufficient to meet our operating expenses and capital requirements until we achieve profitability. However, changes in our business strategy, technology development or marketing plans or other events affecting our operating plans and expenses may result in the expenditure of existing cash before that time. If this occurs, our ability to meet our cash obligations as they become due and payable will depend on our ability to sell securities, borrow funds or some combination thereof. We may not be successful in raising necessary funds on acceptable terms, or at all.

     We may seek to raise additional funding through public or private financing or through collaborative arrangements with strategic partners. We may also seek to raise additional capital through public or private placement of shares of preferred or common stock, in order to increase the amount of our cash reserves on hand.

Contractual Obligations and Commercial Commitments

     The following table sets forth a summary of our material contractual obligations and commercial commitments as of December 31, 2003:

Contractual Obligations	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Operating lease obligations (1)	$	2,992,000	$	392,000	$	822,000	$	874,000	$	904,000
Lease build-out/furniture and
equipment commitments (2)		333,000		333,000		—		—		—
	$	3,325,000	$	725,000	$	822,000	$	874,000	$	904,000

(1)	Operating lease commitment for our corporate office lease, including deferred rent liability, as more fully described in Note 9 to the financial statements included in this prospectus.
(2)	Commitments of approximately $333,000 in the first quarter 2004 for completion of lease build-out costs, computer hardware and software costs, telephone and communication systems, office furniture and other office equipment in connection with the relocation of our corporate offices to new lease space.

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Off-Balance Sheet Arrangements

      As of March 31, 2004 we had no off-balance sheet arrangements.

Effects of Inflation

     Our most liquid assets are cash, cash equivalents and marketable securities. Because of their liquidity, these assets are not directly affected by inflation. Because we intend to retain and continue to use our equipment, furniture and fixtures and leasehold improvements, we believe that the incremental inflation related to replacement costs of such items will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources.

Critical Accounting Policies and Estimates

     The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Generally accepted accounting principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. We base our estimates on experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Our actual results may differ from those estimates.

     We consider our critical accounting policies to be those that involve significant uncertainties, require judgments or estimates that are more difficult for management to determine or that may produce materially different results when using different assumptions. We consider the following accounting policies to be critical:

• Revenue recognition

We are a development stage company and have not recognized any significant revenues to date. Revenues in the future will be recognized based on contracts with our customers that will provide for payments of fees to us for licensing our technology and providing administrative services. We will need to determine revenues earned based on the terms of these contracts, which may require the use of estimates, including collectibility of accounts receivable. We recognize revenues based on fees that are fixed or determinable, and only upon delivery or completion of services rendered.

• Stock-based expense

We account for the issuance of options and warrants for services from non-employees in accordance with SFAS 123, “Accounting for Stock-Based Compensation” by estimating the fair value of options and warrants issued using the Black-Scholes pricing model. This model’s calculations include the exercise price, the market price of shares on grant date, the weighted average information for risk-free interest, expected life of the option or warrant, expected volatility of the company’s stock and expected dividends. The amounts recorded in the financial statements for stock-based compensation expense could vary significantly if we were to use different assumptions.

• Impairment of intangible assets

We have capitalized significant costs, and plan to capitalize additional costs, for acquiring patents and other intellectual property directly related to our products and services. We will need to evaluate our intangible assets for impairment on an ongoing basis by assessing the future recoverability of such capitalized costs based on estimates of our future revenues less estimated costs. Since we are a development stage company and have not recognized significant revenues to date, our estimates of future revenues may not be realized and the net realizable value of our capitalized costs of intellectual property may become impaired.

      Our critical accounting policies are more fully described in Note 2 to our audited financial statements for the year ended December 31, 2003 included in this prospectus.

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Recent Accounting Pronouncements

     In November 2002, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee and also to include more detailed disclosures with respect to guarantees. FIN 45 is effective for guarantees issued or modified after December 31, 2002 and requires the additional disclosures for interim or annual periods ended after December 15, 2002. The initial recognition and measurement provisions of FIN 45 did not have an effect on our financial position or results of operations.

     In December 2002, the FASB issued Statement of Financial Accounting Standards (“SFAS”) 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” SFAS 148 amends SFAS 123, “Accounting for Stock-Based Compensation” to provide alternative methods of transition to SFAS 123’s fair value method of accounting for stock-based employee compensation. It also amends and expands the disclosure provisions of APB 28, “Interim Financial Reporting,” to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While SFAS 148 does not require companies to account for employee stock options using the fair-value method, the disclosure provisions apply to all companies for fiscal years ending after December 15, 2002 regardless of whether they account for stock options in accordance with the intrinsic value method of APB 25. We have elected to use the intrinsic value method under APB 25 to account for stock options issued to employees and have incorporated the expanded disclosures under SFAS 148 into our Notes to Financial Statements.

      In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities.” The primary objectives of FIN 46 are to provide guidance on the identification and consolidation of variable interest entities. Variable interest entities are entities that are controlled by means other than voting rights. The guidance applies to variable interest entities created after January 31, 2003. In December 2003, the FASB revised FIN46, delaying the effective dates for certain entities and making other amendments to clarify application of the guidance. We have reviewed the provisions of FIN 46 and 46R and have determined that we have no variable interest entities; consequently, there was no impact on our financial statements.

     In June 2003, the FASB issued, SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS 150 requires certain instruments, including mandatorily redeemable shares, to be classified as liabilities, not as part of stockholders’ equity or redeemable equity. For instruments that are entered into or modified after May 31, 2003, SFAS 150 is effective immediately upon entering the transaction or modifying terms. For other instruments covered by SFAS 150 that were entered into before June 1, 2003, Statement 150 is effective for the first interim period beginning after June 15, 2003. The implementation of SFAS 150 had no impact on our financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We invest our cash in short term commercial paper, certificates of deposit, money market accounts and marketable securities. We consider any liquid investment with an original maturity of three months or less when purchased to be cash equivalents. We classify investments with maturity dates greater than three months when purchased as marketable securities, which have readily determined fair values as available-for-sale securities. We adhere to an investment policy which requires that all investments be investment grade quality and no more than ten percent of our portfolio may be invested in any one security or with one institution. At December 31, 2003, our investment portfolio consisted of investments in highly liquid, high grade commercial paper, short-term variable rate securities and certificates of deposit. The weighted average interest rate of cash equivalents and marketable securities held at December 31, 2003 was 1.2%.

      Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities with shorter maturities may produce less income if interest rates fall. The market risk associated with our investments in debt securities is substantially mitigated by the frequent turnover of the portfolio.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers.

Name	Age	Position	Director Since
Terren S. Peizer	44	Director, Chairman of the Board of Directors and Chief	2003
		Executive Officer
Anthony M. LaMacchia	50	Director, Chief Operating Officer	2003
Chuck Timpe	57	Chief Financial Officer
James W. Elder	52	Senior Vice President - Marketing and Business
		Development
David E. Smith, M.D.	64	Senior Vice President - Medical Affairs, Chair of
		Clinical Advisory Board
Leslie F. Bell, Esq.	64	Director, Chair of Audit Committee, Member of	2003
		Compensation Committee
Hervé de Kergrohen, M.D.	46	Director, Chair of Nominations and Governance	2003
		Committee, Member of Audit Committee
Richard A. Anderson	34	Director, Member of Audit Committee	2003
Ivan M. Lieberburg, Ph.D., M.D.	54	Director, Chair of Compensation Committee, Chair of	2003
		Scientific Advisory Board, Member of Clinical
		Advisory Board
Juan José Legarda, Ph.D.	48	Director, Member of Nominations and Governance	2003
		Committee, Member of Scientific Advisory Board,
		Member of Clinical Advisory Board

     Terren S. Peizer served until October 2003 as Chief Executive Officer of Clearant, Inc., which he founded in April 1999 to develop and commercialize a universal pathogen inactivation technology, and remains Executive Chairman of its board of directors. From February 1997 to February 1999, Mr. Peizer served as President and Vice Chairman of Hollis-Eden Pharmaceuticals, Inc., a NasdaqNM listed company. In addition, from June 1999 through May 2003 he was a Director, and from June 1999 through December 2000 he was Chairman of the Board, of supercomputer designer and builder Cray Inc., a NasdaqNM company, and remains its largest beneficial stockholder. Mr. Peizer has been the largest beneficial stockholder and held various senior executive positions with several technology and biotech companies. In these capacities he has assisted the companies with assembling management teams, boards of directors and scientific advisory boards, formulating business and financial strategies, investor and public relations, and capital formation. From June 2000 to October 1, 2002, he was non-executive chairman of the board of Internet start-up company Brightcube, Inc., which filed chapter 7 bankruptcy on September 30, 2002. Mr. Peizer has a background in venture capital, investing, mergers and acquisitions, corporate finance, and previously held senior executive positions with the investment banking firms Goldman Sachs, First Boston and Drexel Burnham Lambert. He received his B.S.E. in Finance from The Wharton School of Finance and Commerce.

     Anthony M. LaMacchia is a senior healthcare executive who, prior to joining the company in July 2003, was the Business Development Principal of GME Solutions, a healthcare financial consulting company providing Medicare graduate medical education and kidney acquisition cost recovery services, since October 2002. From November 1999 to April 2002, he was President & Chief Executive Officer of Response Oncology, Inc., a diversified physician practice management company. He was recruited to this financially distressed company to direct a high-risk turnaround, and when continued market declines and debt covenant breaches compelled a bankruptcy filing, directed the company through all phases of the chapter 11 process, the sale of all assets and the closure of its facilities. In June 1999, Mr. LaMacchia left Salick Health Care, Inc., which developed and operated outpatient cancer and kidney treatment centers and a clinical research organization engaging in pharmaceutical and clinical treatment trials, as Executive Vice President & Chief Operating Officer, having started with the company as Director of Strategic Planning & Reimbursement in 1984. Previously, Mr. LaMacchia held positions of increasing responsibility with Blue Cross of California, Ernst & Young and Cedars-Sinai Medical Center. He is a Certified Public Accountant who received his B.S. in Business Administration, Accounting from California State University, Northridge.

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     Chuck Timpe is a senior financial executive with over 30 years experience in the healthcare industry. Since March 1998 he has served as a Director and since June 2002 as Chairman of the Audit Committee for IPC-The Hospitalist Company, a $75 million physician specialty practice business. Prior to joining the company in June 2003, Mr. Timpe was Chief Financial Officer from its inception in February 1998 of Protocare, Inc., a clinical research and pharmaceutical outsourcing company which merged with Radiant Research, Inc. in March 2003, creating one of the country’s largest clinical research site management organizations. Previously, he was a principal in private healthcare management consulting firms he co-founded, Chief Financial Officer of National Pain Institute, Treasurer and Corporate Controller for American Medical International (now Tenet Healthcare Corp., an NYSE company), and a member of Arthur Andersen LLP’s healthcare practice, specializing in public company and hospital system audits. He was on the board of the not-for-profit Granada Hills Community Hospital from 1996 to October 2002, which filed chapter 11 bankruptcy on November 26, 2002, after Provident Healthcare West, LLC, a wholly-owned subsidiary of Provident Foundation, Inc., assumed control. Mr. Timpe received his B.S. from University of Missouri, School of Business and Public Administration, and is a Certified Public Accountant.

     James W. Elder has more than 25 years of experience in the healthcare industry, and in business development, marketing and sales of pharmaceuticals for the treatment of pain and substance abuse. From June 1978 to January 2000 and from June 2003 until joining Hythiam in September 2003, Mr. Elder held various positions at Mallinckrodt, Inc. related to marketing, business development and sales of pain management and addiction treatment products. As Business Director of Mallinckrodt’s Addiction Treatment business unit, he launched a series of methadone and naltrexone products, creating a business with over 60% share of the opioid addiction treatment market. At Mallinckrodt, he led ATForum.com, the premier healthcare professional education website for addictionologists concerned with treating addictions to opioids. From March 2002 to June 2003 Mr. Elder operated a consulting firm, assisting pharmaceutical companies with developing marketing and business plans. From January 2000 to March 2002 he was Senior Vice President of Marketing and Sales for DrugAbuse Sciences, Inc., a private specialty pharmaceutical company developing medications for the treatment of alcohol and drug abuse. While there, he launched AlcoholMD.com, a premier medical education website serving addiction-related healthcare professionals. Mr. Elder received a B.A. in Chemistry from University of Missouri-Columbia and an M.B.A. from Southern Illinois University.

     David E. Smith, M.D. has more than thirty-five years of experience in the treatment of addictive disease, the psychopharmacology of drugs, and research strategies in the management of drug abuse problems. Dr. Smith is President and Medical Director of Haight Ashbury Free Clinics, Inc. which he founded in 1967, and has been Medical Consultant, Professional Recovery Program at The Betty Ford Center since 1994, and Medical Director of the California State Alcohol and Drug Programs and of the California Collaborative Center for Substance Abuse Policy Research since 1998. He has held consultancies and other positions at numerous professional organizations, including Doping Control Officer for the Winter Olympics in Februrary 2002. Dr. Smith has authored over 300 scientific articles and has been named to a number of honors, including a Drug Abuse Treatment Award, National Association, State Alcohol and Drug Abuse Coordinators in 1984, Career Achievement Award, National Association of State Alcohol and Drug Abuse Directors in 1994, and Best Doctors in America, Pacific Region in 1996-97. He is a member of the Editorial Boards of numerous professional publications, has been Editor-in-Chief of AlcoholMD.com, a medical education and information website focusing on alcohol problems and alcoholism, since January 2000, and is Executive Editor of the Journal of Psychoactive Drugs which he founded in 1967. He was granted Fellow status by the American Society of Addiction Medicine (A.S.A.M.) in 1996, is past President of A.S.A.M. and the California Society of Addiction Medicine, and was named to the Council of Fellows of the California Association of Alcoholism and Drug Abuse Counselors in 1998. Dr. Smith received a B.S. in Zoology from University of California, Berkley and an M.S. in Pharmacology and his M.D. from University of California, San Francisco, where he has been an Associate Clinical Professor of Clinical Toxicology since 1967.

     Leslie F. Bell, Esq. has more than 35 years of experience in business and the practice of corporate and healthcare law. He has served as a Director and Senior Executive of Bentley Health Care, Inc., a developer and provider of outpatient, health care facilities and services since November 1997. Mr. Bell also serves as Co-Chairman and Co-Chief Executive Officer of Tractus Medical, Inc., a provider of patented relocatable ambulatory surgical center/operating rooms, which he co-founded in January 2002. From its inception in 1983 through several public offerings and until its sale in 1997 for approximately $480 million, he served as a Director, Executive Vice President and Chief Financial Officer and from 1996 to 1997 President of Salick Health Care, Inc. Mr. Bell has also served as a Director of YES Clothing Co. from 1990 to 1995. He was previously Deputy Attorney General of the State of California, and managing partner of the law firm Katz, Hoyt & Bell. Mr. Bell attended University of Illinois, received a J.D. (with honors) from University of Arizona College of Law, and is a member of the University of Arizona College of Law Board of Visitors and Dean’s Economic Council.

47

     Hervé de Kergrohen, M.D. since August 2002 has been a Partner with CDC Ixis Innovation in Paris, a European venture capital firm and advisor to several financial institutions including Lombard Odier Darier Hentsch & Cie, Geneva and Global Biomedical Partners, Zurich, and since January 2001 has been Chairman of BioData, an international healthcare conference in Geneva. He sits on several boards with U.S. and European private health care companies, including Kuros BioSurgery and Bioring SA in Switzerland since January 2003, Exonhit and Entomed in France since September 2002, and Clearant, Inc. since December 2001. From February 1999 to December 2001 he was Head Analyst for Darier Hentsch, Geneva and manager of its CHF 700 million health care fund. From February 1997 to February 1998 he was the Head Strategist for the international health care sector with UBS Brinson of Chicago, a Manager of CHF 700 billion for UBS AG, Zurich. Dr. de Kergrohen started his involvement with financial institutions in 1995 with Bellevue Asset Management in Zug, Switzerland, the fund manager of BB Biotech and BB Medtech, where he covered the healthcare services sector. He was previously Marketing Director with large U.S. pharmaceutical companies such as Sandoz USA and G.D. Searle, specialized in managed care. Dr. de Kergrohen received his M.D. from Université Louis Pasteur, Strasbourg, and holds an M.B.A. from Insead, Fontainebleau.

     Richard A. Anderson has more than a decade of experience in business development, strategic planning and financial management. He has been a Director and the Chief Financial Officer of Clearant, Inc. since November 1999, and served as Chief Financial Officer of Intellect Capital Group from October 1999 through December 2001. From October 2000 to October 2002, he served as a Director of Brightcube, Inc. From February through September 1999, he was an independent financial consultant. From August 1991 to January 1999, Mr. Anderson was with PriceWaterhouseCoopers, LLP, most recently a Director and founding member of PriceWaterhouseCoopers Los Angeles Office Transaction Support Group, where he was involved in operational and financial due diligence, valuations and structuring for high technology companies. He received a B.A. in Business Economics from University of California, Santa Barbara.

     Ivan M. Lieberburg, Ph.D., M.D. is currently Executive Vice President, Chief Scientific and Medical Officer at Elan Company, plc, a worldwide biopharmaceutical company listed on the NYSE, where he has held a number of positions over the last fifteen years, most recently Senior Vice President of Research. Dr. Lieberburg sits on the scientific advisory boards of Health Care Ventures, Flagship Ventures, NewcoGen, and the Keystone Symposium. Prior to joining Elan in 1987, he performed his postdoctoral research at The Rockefeller University and his medical residency and postdoctoral fellowship at University of California, San Francisco, where he is presently a Clinical Professor of Medicine, and held faculty positions at Albert Einstein School of Medicine and Mt. Sinai School of Medicine. Dr. Lieberburg has authored over 100 scientific publications, and has been named to a number of honors including Rockefeller University Fellow, Public Health Corps Scholar, National Research Service Award, Hartford Foundation Scholar and McKnight Fellow. He is board certified in internal medicine and endocrinology/metabolism. Dr. Lieberburg received an A.B. in biology from Cornell University, a Ph.D. in Neurobiology from The Rockefeller University and an M.D. from University of Miami School of Medicine.

     Juan José Legarda, Ph.D. has extensive experience in the biotechnology and pharmaceutical industries, and is the principal inventor of the company’s HANDS Treatment Protocols™. Since 1988, Dr. Legarda has been Founder and President of a healthcare company specializing in the treatment of addictions, which is now known as Tratamientos Avanzados de la Adicción S.L. There, he developed new treatments for opiate addiction, alcohol dependence and cocaine addictions, filing patent applications which he has licensed to the company. Dr. Legarda previously developed special projects for the Universal Exhibition of 1992 in Seville, was a lecturer in psychopathology at University of Seville, and worked as a clinical psychologist in private and public institutions such as the university hospitals of Barcelona and Bilbao. He has published papers in numerous scientific journals and has organized and participated in national and international congresses. Dr. Legarda obtained a M.Sc. in psychology from Universidad Pontificia of Salamanca, and a Ph.D. from University of London for research on psychophysical and cognitive aspects of craving at its Institute of Psychiatry.

Executive Officers

     There are no family relationships among any of our directors, executive officers or key employees. We consider Terren S. Peizer, Anthony M. LaMacchia, Chuck Timpe, James Elder and David E. Smith, M.D. to be our executive officers.

Board of Directors

     Directors are elected by the stockholders on an annual basis and serve until their successors have been elected and qualified. All non-employee directors are eligible to receive grants of stock options under our 2003 Stock Option Plan. On September 29, 2003, we granted each non-employee director options to purchase the following number of shares of common stock at an exercise price of $2.50 per share, vesting 25% per year over four years from the date of the grant: 200,000 shares to Dr. Lieberburg, 120,000 shares to Mr. Anderson, 100,000 shares to Mr. Bell and Dr. Kergrohen, and 50,000 shares to Dr. Legarda.

48

     The board has determined that Mr. Bell and Drs. de Kergrohen, Lieberburg and Legarda are independent and that Messrs. Peizer, LaMacchia and Anderson are not independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. There are no family relationships among any of our directors, executive officers or key employees.

Audit Committee and Financial Experts

     The company’s board of directors has established a separately-designated standing audit committee, consisting of three directors. The members of the audit committee are Mr. Bell (Chairman), Dr. de Kergrohen and Mr. Anderson. The board has determined that membership on the audit committee by Mr. Anderson is in the best interests of the corporation and its stockholders, because he has significant experience in finance and accounting. The board of directors has determined that Dr. de Kergrohen and Messrs. Bell and Anderson meet the requirements of audit committee financial experts as that term is used in Item 401(h)(1)(i)(A) of Regulation S-K under the Exchange Act.

Codes of Ethics

     We have adopted a Code of Conduct and Ethics that applies to all company directors, officers and employees. We have also adopted a Code of Ethics for CEO and Senior Financial Officers that applies to our chief executive officer and senior financial officers, including our principal financial officer and principal accounting officer. Copies of these codes of ethics are attached as exhibits to our annual report.

Governance Guidelines and Committee Charters

     The company’s board of directors has established separately-designated standing compensation committee and nominating and corporate governance committee, each consisting of two independent directors.

     We have also adopted written governance guidelines for the board of directors and a written committee charter for each of our audit committee, compensation committee, and nominating and corporate governance committee.

EXECUTIVE COMPENSATION

     The following table sets forth certain annual and long-term compensation, for each of the last three fiscal years, paid to the company’s Chief Executive Officer and certain other officers. None of our officers earned compensation in excess of $100,000 during these years. We did not grant any restricted stock awards or stock appreciation rights during these years.

Summary Compensation Table

		Annual compensation				Long-term compensation
Name & Principal Position	Fiscal year	Salary ($)		Bonus ($)	Other annual compensation ($)	Restricted stock award(s) ($)	Securities underlying options (#)(1)	All other compensation ($)
Terren S. Peizer,	2003	$	75,000	$—	$—	$—	1,000,000	—(2	)
Chairman & Chief	2002		—	—	—	—	—	—(3	)
Executive Officer	2001		—	—	—	—	—	—(3	)
Anthony LaMacchia,	2003	88,463		—	—	—	400,000	—(4	)
Chief Operating Officer	2002		—	—	—	—	—	—(3	)
	2001		—	—	—	—	—	—(3	)
Chuck Timpe,	2003	97,692		—	—	—	300,000	—(5	)
Chief Financial Officer	2002		—	—	—	—	—	—(3	)
	2001		—	—	—	—	—	—(3	)

Notes to Summary Compensation Table:

49

(1)	Options granted pursuant to the 2003 Stock Incentive Plan on September 29, 2003. Options vest 20% per year over five years.
(2)	Mr. Peizer commenced receiving compensation from the company on September 29, 2003 at an annual salary of $325,000
(3)	Was not employed by the company during this year.
(4)	Mr. LaMacchia was hired by Hythiam, Inc. as an employee on July 14, 2003 at an annual salary of $200,000 plus a guaranteed bonus of $50,000.
(5)	Mr. Timpe was hired by Hythiam, Inc. as an employee on June 26, 2003 at an annual salary of $200,000.

      The following table summarizes options granted in 2003 to the executive officers named in the Summary Compensation Table above:

Option Grants in Last Fiscal Year

	Individual grants							Potential realizable value at assumed annual rates of stock price appreciation for option term(1)
	Number of securities underlying options granted (#)(2)	Percent of total options granted to employees in fiscal year			Exercise price		Expiration date	5% ($)		10% ($)
Terren S. Peizer	1,000,000		31.7	%	$	2.75	9/29/08	$	440,704	$	1,276,275
Anthony LaMacchia	400,000		12.7			2.50	9/29/13		628,895	1,593,742
Chuck Timpe	300,000		9.5			2.50	9/29/13		471,671	1,195,307

Notes to Option Grants in Last Fiscal Year Table:
(1)	The amounts are based on the 5% and 10% annual rates of return prescribed by the Securities and Exchange Commission and are not intended to forecast future appreciation, if any, of the company’s common stock nor reflect actual gains, if any, realizable upon exercise.
(2)	Does not include options granted in the current fiscal year.

     The following table summarizes options exercised in 2003 by the named executive officers, and the value of the unexercised in-the-money options held by those executives, based on a $7.16 per share closing price on Amex at 2003 year-end:

50

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
 

					Number of shares underlying unexercised options at fiscal year-end		Value of unexercised in the money options at fiscal year-end
	Shares acquired on exercise (#)	Value realized ($)			Exercisable (#)	Unexercisable (#)(2)	Exercisable ($)			Unexercisable ($)
Terren S. Peizer	—		$	—	—	1,000,000		$	—	$	4,410,000
Anthony LaMacchia	—			—	—	400,000			—		1,864,000
Chuck Timpe	—			—	—	300,000			—		1,398,000

Equity Compensation Plans

     The following table sets forth certain information as of December 31, 2003 with respect to our equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated by (i) all compensation plans previously approved by our security holders, and (ii) all compensation plans not previously approved by our security holders.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average options, warrants			Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in the first column)
Equity compensation plans
approved by security
holders		3,940,000		$	2.56		1,060,000
Equity compensation plans
not approved by security
holders		—			—		—
Total		3,940,000		$	2.56		1,060,000

     On September 29, 2003, immediately following the merger, our board of directors adopted, and a majority of our stockholders approved, a 2003 Stock Incentive Plan, with 5,000,000 shares of common stock reserved for issuance thereunder. Options to purchase approximately 3,940,000 shares were outstanding as of December 31, 2003.

51

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the shares of common stock beneficially owned or deemed to be beneficially owned as of December 31, 2003 by: (i) each person known to the Company to be the beneficial owner of more than 5% of the common stock of the Company, (ii) each director of the Company, (iii) each executive officer named in the Summary Compensation Table set forth in the Executive Compensation section, and (iv) all directors and officers as a group:

Name(1)	Common stock beneficially owned(2)	Percent of class(3)
Terren S. Peizer(4)	13,740,000	55.8	%
Juan José Legarda(5)	835,916	3.4	%
Anthony LaMacchia	0	0
Chuck Timpe	0	0
Leslie F. Bell	0	0
Hervé de Kergrohen	0	0
Richard Anderson	0	0
Ivan M. Lieberburg	0	0
All directors and executive officers as a group (8 persons)	14,575,916	59.2	%

Notes to Beneficial Ownership Table:
(1)	The mailing address of all individuals listed is c/o Hythiam, Inc., 11150 Santa Monica Boulevard, Suite 1500, Los Angeles,
	California 90025.
(2)	The number of shares beneficially owned includes shares of common stock in which a person has sole or shared voting power
	and/or sole or shared investment power. Except as noted below, each person named reportedly has sole voting and investment
	powers with respect to the common stock beneficially owned by that person, subject to applicable community property and
	similar laws.
(3)	On December 31, 2003, there were 24,606,885 shares of common stock outstanding. Common stock not outstanding but
	which underlies options and rights (including warrants) vested as of or vesting within 60 days after December 31, 2003 is
	deemed to be outstanding for the purpose of computing the percentage of the common stock beneficially owned by each
	named person (and the directors and executive officers as a group), but is not deemed to be outstanding for any other purpose
(4)	Shares are held of record by Reserva, LLC, which is owned and controlled by Mr. Peizer.
(5)	Shares are held of record by Tratamientos Avanzados de la Adicción S.L., which is owned and controlled by Dr. Legarda.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Our predecessor Hythiam, Inc. obtained the rights to exploit our patent pending alcohol and cocaine addiction treatment procedures pursuant to a Technology Purchase and License Agreement, as amended, entered into with a company now known as Tratamientos Avanzados de la Adicción S.L, a Spanish corporation, on March 12, 2003. Under the agreement, we agreed to grant 835,916 shares of common stock, as well as options to acquire up to 531,518 additional shares at $2.50 per share, and to pay continuing royalties of 3% of gross sales of the licensed procedures. Dr. Juan José Legarda, who serves as a director and member of our clinical advisory board, is the principal of Tratamientos Avanzados de la Adicción S.L.

     Our predecessor Hythiam, Inc. obtained the rights to exploit our patented opiate treatment procedures at a foreclosure sale conducted by Reserva, LLC, a California limited liability company, in exchange for $313,196 in cash and an agreement to issue 360,000 shares of common stock to a company now known as Xino Corporation under certain terms and conditions. Terren S. Peizer, who serves as our chairman of the board of directors and chief executive officer, is the sole principal of Reserva, LLC.

52

INDEMNIFICATION UNDER OUR CERTIFICATE OF INCORPORATION AND BYLAWS

     The Certificate of Incorporation of our company provides that no director will be personally liable to the company or its stockholders for monetary damages for breach of a fiduciary duty as a director, except to the extent such exemption or limitation of liability is not permitted under the Delaware General Corporation Law (“GCL”). The effect of this provision in the Certificate of Incorporation is to eliminate the rights of the company and its stockholders, either directly or through stockholders’ derivative suits brought on behalf of the company, to recover monetary damages from a director for breach of the fiduciary duty of care as a director except in those instances described under the Delaware GCL. In addition, we have adopted provisions in our Bylaws and entered into indemnification agreements that require the company to indemnify its directors, officers, and certain other representatives of the company against expenses and certain other liabilities arising out of their conduct on behalf of the company to the maximum extent and under all circumstances permitted by law.

     Indemnification may not apply in certain circumstances to actions arising under the federal securities laws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We have filed a registration statement on Form S-1 with the Securities and Exchange Commission relating to the common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance we refer you to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For further information with respect to Hythiam and the common stock offered by this prospectus, we refer you to the registration statement, exhibits and schedules.

     We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. In accordance with the Exchange Act, we file reports, proxy statements, and other information wit the Securities and Exchange Commission. Anyone may inspect a copy of the registration statement without charge at the public reference facilities maintained by the SEC in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Northeast Regional Office, 233 Broadway, New York, New York 10279; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

53

INDEX TO FINANCIAL STATEMENTS

	Page
Three Months Ended March 31, 2004
Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003	F-2
Statements of Operations (unaudited) for the Three Months Ended March 31, 2004 and the Period from February 13, 2003	F-3
(Inception) through March 31, 2004
Statement of Stockholders’ Equity for the Period from February 13, 2003 (Inception) through March 31, 2004 (unaudited for	F-4
the Three Months Ended March 31, 2004)
Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2004 and the Period from February 13, 2003	F-5
(Inception) through March 31, 2004
Notes to Financial Statements	F-6
Year Ended December 31, 2003
Report of Independent Public Accountants	F-9
Balance Sheet as of December 31, 2003	F-10
Statement of Operations for the Period from February 13, 2003 (Inception) through December 31, 2003	F-11
Statement of Stockholders’ Equity for the Period from February 13, 2003 (Inception) through December 31, 2003	F-12
Statement of Cash Flows for the Period from February 13, 2003 (Inception) through December 31, 2003	F-13
Notes to Financial Statements	F-14

F-1

HYTHIAM, INC.
(a Development Stage Company)
BALANCE SHEETS

(Dollars in thousands, except share data)	March 31,			December 31,
	2004			2003
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	1,670		$	3,444
Marketable securities		12,231			13,196
Receivables		413			455
Prepaids and other current assets		397			249
Total current assets		14,711			17,344
Long-term assets
Property and equipment, net		2,321			1,981
Intellectual property, net		2,751			2,772
Deposits and other assets		352			483
	$	20,135		$	22,580
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	874		$	1,259
Accrued compensation and benefits		586			318
Other accrued liabilities		534			451
Total current liabilities		1,994			2,028
Long-term liabilities
Deferred rent liability		71			64
Commitments and contingencies
Stockholders' equity
Preferred stock, $.0001 par value; 50,000,000 shares authorized; no shares issued
and outstanding		—			—
Common stock, $.0001 par value; 200,000,000 shares authorized; 24,615,000 and
24,607,000 issued and outstanding, respectively		3			3
Additional paid-in-capital		24,707			24,113
Deficit accumulated during the development stage		(6,640	)		(3,628	)
Total stockholders' equity		18,070			20,488
	$	20,135		$	22,580

See accompanying notes to financial statements.

F-2

HYTHIAM, INC.
(a Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

				Period From
	Three			February 13,
	Months			2003
	Ended			(Inception) to
	March 31,			March 31,
(In thousands, except per share amounts)	2004			2004
Revenues	$	67		$	142
Operating Expenses
General and administrative
Salaries and benefits		1,288			2,905
Other expenses, including $568 and $913,
respectively, related to stock-based expense		1,686			3,614
Depreciation and amortization		143			218
Total operating expenses		3,117			6,737
Loss from operations		(3,050	)		(6,595	)
Interest income		40			81
Loss before provision for income taxes		(3,010	)		(6,514	)
Provision for income taxes		2			2
Net loss	$	(3,012	)	$	(6,516	)
Basic and diluted loss per share	$	(0.12	)

See accompanying notes to financial statements.

F-3

     HYTHIAM, INC.
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited for the Three Months Ended March 31, 2004)

													Deficit
													Accumulated
(In thousand)	Preferred Stock					Common Stock				Additional			During
										Paid-in-			Development
	Shares		Amount			Shares	Amount			Capital			Stage			Total
Common stock issued at inception	—		$	—		13,740	$	—		$	1		$	—		$	1
Common stock issued in merger
transaction	—			—		1,120		1			(1	)		—			—
Preferrred stock and warrants
issued for cash	1,876			2		—		—			4,688			—			4,690
Beneficial conversion feature of
preferred stock	—			—		—		—			124			(124	)		—
Common stock issued in private
placement offering, net of expenses	—			—		7,035		7			16,647			—			16,654
Conversion of preferred stock to
common stock	(1,876	)		(2	)	1,876		2			—			—			—
Par value change from $
to $0.0001	—			—		—		(8	)		8			—			—
Common stock and options issued
for intellectual property acquired	—			—		836		1			2,280			—			2,281
Stock options and warrants issued for
outside services	—			—		—		—			366			—			366
Net loss	—			—		—		—			—			(3,504	)		(3,504	)
Balance at December 31, 2003	—			—		24,607		3			24,113			(3,628	)		20,488
Common stock, options and warrants
issued for outside services	—			—		8		—			65			—			65
Stock-based compensation	—			—		—		—			529			—			529
Net loss	—			—		—		—			—			(3,012	)		(3,012	)
Balance at March 31, 2004	—		$	—		24,615	$	3		$	24,707		$	(6,640	)	$	18,070

See accompanying notes to financial statements.

F-4

     HYTHIAM, INC.
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

	Three			Period From
	Months			February 13,
	Ended			2003
	March 31,			(Inception) to
(In thousands)	2004			March 31,
Operating activities
Net loss	$	(3,012	)	$	(6,516	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		143			218
Deferred rent liability		7			71
Stock-based expense		568			913
Changes in current assets and liabilities:
Decrease (increase) in receivables		42			(413	)
Increase in prepaids and other current assets		(122	)		(350	)
(Decrease) increase in accounts payable		(385	)		874
Increase in accrued compensation and benefits		268			586
Increase in accrued liabilities		83			534
Net cash used in operating activities		(2,408	)		(4,083	)
Investing activities
Purchases of marketable securities		(6,535	)		(24,775	)
Proceeds from sales and maturities of marketable securities		7,500			12,544
Purchases of property and equipment		(309	)		(2,451	)
Cash deposited as collateral for letter of credit		—			(350	)
Cost of intellectual property		(22	)		(560	)
Net cash provided by (used in) investing activities		634			(15,592)
Financing activities
Net proceeds from the sale of common and preferred stock and warrants		—			21,345
Net cash provided by financing activities		—			21,345
Net (decrease) increase in cash and cash equivalents		(1,774	)		1,670
Cash and cash equivalents at beginning of period		3,444			—
Cash and cash equivalents at end of period	$	1,670		$	1,670
Supplemental disclosure of non-cash activity
Common stock and options issued for intellectual property	$	—		$	2,281
Common stock and warrants issued to consultants		65			204
Common stock and warrants issued as commissions on private placement		—			265

See accompanying notes to financial statements.

F-5

Hythiam, Inc.
Notes to Financial Statements
(Unaudited)

Note 1.   Basis of Presentation

     The accompanying unaudited interim condensed financial statements for Hythiam, Inc. (“Hythiam” or the “Company”), a development stage company, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and do not include all information and notes required for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K. The December 31, 2003 balance sheet has been derived from the audited financial statements on Form 10-K. All share data has been restated to reflect stock splits.

     The Company is considered a development stage company since revenues earned to date from operations have not been significant.

Note 2.   Basic and Diluted Loss per Share

     In accordance with SFAS 128, “Computation of Earnings Per Share,” basic earnings (loss) per share is computed by dividing the net earnings (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net earnings (loss) for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period.

     Common equivalent shares, consisting of 5,817,000 of incremental common shares as of March 31, 2004, issuable upon the exercise of stock options and warrants have been excluded from the diluted earnings per share calculation because their effect is anti-dilutive.

      A summary of the net loss and shares used to compute net loss per share is as follows:

	Three Months
	Ended March
	31, 2004
Net loss	$	(3,012,000	)
Basic and diluted loss per share	$	(0.12	)
Weighted average common shares used to compute basic net loss per share		24,613,000
Effect of dilutive securities		—
Weighted average common shares used to compute diluted net loss per share		24,613,000

F-6

Note 3.   Stock Options

     Under the 2003 Stock Incentive Plan, the Company has granted options to employees and directors as well as to non-employees for outside consulting services.

     The Company accounts for the issuance of employee stock options using the intrinsic value method under Accounting Principles Board Opinion No. (“APB”) 25, “Accounting for Stock Issued to Employees.” During the quarter ended March 31, 2004 the Company did not recognize any compensation costs for options granted to employees as the exercise price equaled the fair value of the Company's common stock on the date of grant. Had the Company determined compensation cost based on the fair value at the grant date for its employee stock options under SFAS No. 123, “Accounting for Stock-Based Compensation”, the pro forma effect on net loss and net loss per share would have been as follows:

	Three Months
	Ended March 31,
	2004
Net loss:
As reported	$	(3,012,000	)
Less: Stock based compensation expense determined under fair value method		(82,000	)
Pro forma net loss	$	(3,094,000	)
Net loss per share:
As reported – basic	$	(0.12	)
Pro forma – basic	$	(0.13	)
As reported – diluted	$	(0.12	)
Pro forma – diluted	$	(0.13	)

     The estimated fair value of options granted to employees in the first quarter was $4.29 per share calculated using the Black-Scholes pricing model with the following assumptions:

Expected volatility	61%
Weighted average risk-free interest rate	3.84%
Expected lives	10 years
Expected dividend yield	0%

F-7

      Activity under the 2003 Stock Incentive Plan during the three months ended March 31, 2004 is as follows:

			Weighted
			Average Exercise
	Shares		Price
Balance, December 31, 2003	3,940,000		$	2.56
Granted	643,000			5.86
Exercised	—			—
Less:Cancelled	(150,000	)		(2.50	)
Balance, March 31, 2004	4,433,000		$	3.04

     Included in the balance outstanding as of March 31, 2004 are options for 520,000 shares granted to consultants and directors providing consulting services. These options vest over periods ranging from three to four years and are being charged to expense as services are provided using the variable accounting method. During the three months ended March 31, 2004, stock-based expense relating to such stock options amounted to $265,000. These options have an estimated fair value of approximately $2,428,000 as of March 31, 2004, using the Black-Scholes pricing model. 75,000 of such options were granted to consultants during the quarter ended March 31, 2004.

Note 4. Warrants

     The Company accounts for the issuance of warrants for services from non-employees in accordance with SFAS 123, by estimating the fair value of warrants issued using the Black-Scholes pricing model. This model’s calculations include the warrant exercise price, the market price of shares on grant date, the weighted average information for risk-free interest, expected life of warrant, expected volatility of the Company’s stock and expected dividends.

     If warrants issued as compensation to non-employees for services are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received as provided by Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force No. (“EITF”) 96-18. If warrants are issued for consideration in an acquisition of assets, the value of the warrants are recorded in equity at the time of issuance and included in the purchase price to be allocated.

     During the three months ended March 31, 2004, warrants to purchase 150,000 shares of common stock at $7.00 per share were issued to a management advisor for investor relations services. These warrants vest monthly over a 12-month period and expire five years from date of issue. The warrants have an estimated value of approximately $417,000 using the Black-Scholes pricing model. Warrant activity for the three months ended March 31, 2004 is summarized as follows:

		Weighted
		Average
		Remaining	Weighted
		Contractual	Average
	Shares	Life (yrs)	Exercise Price
Warrants outstanding, December 31, 2003	1,234,000	5.7	$	2.54
Issued	150,000	5.0	$	7.00
Warrants outstanding, March 31, 2004	1,384,000	5.4	$	3.02

      During the three months ended March 31, 2004, stock-based expense relating to warrants amounted to $263,000.

F-8

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Hythiam, Inc.

Los Angeles, California

We have audited the accompanying balance sheet of Hythiam, Inc. (a Development Stage Company) as of December 31, 2003 and the related statements of operations, stockholders’ equity and cash flows for the period from February 13, 2003 (inception) to December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hythiam, Inc. (a Development Stage Company) at December 31, 2003 and the results of its operations and its cash flows for the period from February 13, 2003 (inception) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO SEIDMAN, LLP

Los Angeles, California

March 24, 2004

F-9

HYTHIAM, INC.

(a Development Stage Company)

BALANCE SHEET

As of December 31, 2003

(Dollars in thousands, except per share data)
ASSETS
Current assets
Cash and cash equivalents	$	3,444
Marketable securities		13,196
Receivables		455
Prepaids and other current assets		249
Total current assets		17,344
Long-term assets
Property and equipment, net		1,981
Intellectual property, net		2,772
Deposits and other assets		483
	$	22,580
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,259
Accrued compensation and benefits		318
Other accrued liabilities		451
Total current liabilities		2,028
Long-term liabilities
Deferred rent liability		64
Commitments and contingencies
Stockholders' equity
Preferred stock, $.0001 par value; 50,000,000 shares authorized, no shares issued and outstanding		—
Common stock, $.0001 par value; 200,000,000 shares authorized, and 24,607,000 issued and
outstanding		3
Additional paid-in capital		24,113
Deficit accumulated during the development stage		(3,628	)
Total stockholders' equity		20,488
	$	22,580

See accompanying notes to financial statements

F-10

HYTHIAM, INC.

(a Development Stage Company)

STATEMENT OF OPERATIONS

For the period from February 13, 2003 (Inception) through December 31, 2003

(In thousands except per share amounts)
Revenues	$	75
Operating expenses
General and administrative
Salaries and benefits		1,617
Other expenses, including $337 related to stock-based payments		1,928
Depreciation and amortization		75
Total operating expenses		3,620
Loss from operations		(3,545	)
Interest income		41
Loss before provision for income taxes		(3,504	)
Provision for income taxes		—
Net loss	$	(3,504	)
Basic and diluted loss per share	$	(0.21	)

See accompanying notes to financial statements

F-11

HYTHIAM, INC.

(a Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

For the period from February 13, 2003 (Inception) through December 31, 2003

(In thousands)
	Preferred stock						Common stock					Additional  paid-in-			Deficit accumulated during development
	Shares			Amount			Shares		Amount			capital			stage			Total
Common stock issued at inception		-		$	-			13,740	$	-		$	1		$	-		$	1
Common stock issued in merger transaction		-			-			1,120		1			(1	)		-			-
Preferred stock and warrants issued for cash		1,876			2			-		-			4,688			-			4,690
Beneficial conversion feature of preferred stock		-			-			-		-			124			(124	)		-
Common stock issued in private placement offering, net of expenses		-			-			7,035		7			16,647			-			16,654
Conversion of preferred stock to common stock		(1,876	)		(2	)		1,876		2			-			-			-
Par value change from $0.001 to $0.0001		-			-			-		(8	)		8			-			-
Common stock and options issued for intellectual property acquired		-			-			836		1			2,280			-			2,281
Stock options and warrants issued for outside services		-			-			-		-			366			-			366
Net loss		-			-			-		-			-			(3,504	)		(3,504	)
Balance at December 31, 2003		-		$	-			24,607	$	3		$	24,113		$	(3,628	)	$	20,488

See accompanying notes to financial statements

F-12

HYTHIAM, INC.

(a Development Stage Company)

STATEMENT OF CASH FLOWS

Period from February 13, 2003 (Inception) through December 31, 2003

(In thousands)
Operating activities
Net loss	$	(3,504	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		75
Deferred rent liability		64
Stock-based expense		337
Changes in current assets and liabilities:
Increase in receivables		(455	)
Increase in prepaids and other current assets		(220	)
Increase in accounts payable		1,259
Increase in accrued compensation and benefits		318
Increase in accrued liabilities		451
Net cash used in operating activities		(1,675	)
Investing activities
Purchases of marketable securities		(18,240	)
Proceeds from sales and maturities of marketable securities		5,044
Purchase of property and equipment		(2,009	)
Cash deposited as collateral for letter of credit		(350	)
Deposits made on equipment		(133	)
Cost of intellectual property		(538	)
Net cash used in investing activities		(16,226	)
Financing activities
Net proceeds from the sale of common and preferred stock and warrants		21,345
Net cash provided by financing activities		21,345
Net increase in cash and cash equivalents		3,444
Cash and cash equivalents at beginning of period		—
Cash and cash equivalents at end of period	$	3,444
Supplemental disclosure of non-cash activity
Common stock and options issued for intellectual property	$	2,281
Common stock and warrants issued to consultants		139
Common stock and warrants issued as commissions on private placement		265

See accompanying notes to financial statements

F-13

HYTHIAM, INC.

Notes to Financial Statements

Note 1.   Basis of Presentation

Hythiam, Inc. (“Hythiam NY”), a development stage company, was formed and incorporated in New York on February 13, 2003, by Reserva, LLC, a non operating company wholly owned by the company’s chief executive officer.  The company was formed to research, develop, license and commercialize innovative technology to improve the treatment of alcoholism and drug addiction. The registrant, which was formerly known as Alaska Freightways, Inc. (“Alaska”), was incorporated in the state of Nevada on June 1, 2000, and previously provided transportation and freight brokerage services in the state of Alaska.

On September 29, 2003, Hythiam NY merged with and into Hythiam Acquisition Corp., a wholly-owned subsidiary of Alaska formed for the purpose of effectuating the merger, by the exchange of all of Hythiam NY’s outstanding common stock for an equal number of restricted shares of Alaska’s common stock. The stockholders of Alaska immediately prior to the merger owned approximately 4.5% of the outstanding shares upon completion of the merger. Alaska then reincorporated in Delaware on that same date by merging with and into Hythiam, Inc., a Delaware corporation (“Hythiam DE”). On October 14, 2003, Hythiam Acquisition Corp. changed its name to Hythiam, Inc., and on October 16, 2003 merged with and into Hythiam DE. Following these merger, reincorporation and consolidation transactions, the registrant, Hythiam DE, is now the sole surviving entity. The Company is considered a development stage company since revenues earned to date from planned operations have not been significant.

Immediately prior to the merger described above, Alaska sold all of its assets and liabilities to certain of its stockholders in exchange for cancellation of 3,010,000 of its 3,568,033 then outstanding shares, and the remaining outstanding 558,033 shares were forward split 2.007-to-one into 1,119,969 shares, effective September 29, 2003. As a result, at the time of the merger, the registrant had substantially no operating assets, liabilities or operations.

Because Hythiam NY was the sole operating company at the time of the merger with Alaska, the merger was accounted for as a reverse acquisition, with Hythiam NY deemed the acquirer for accounting purposes. As a result, references to “Hythiam,” the “Company,” “we” and “us,” and the discussion and analysis of financial condition and results of operations set forth in this report, are based upon the financial condition and operations of Hythiam NY prior to the merger and of the newly-constituted registrant, Hythiam DE, following the merger.

Note 2.   Summary of Significant Accounting Policies

Cash Equivalents and Marketable Securities

The Company invests available cash in short-term commercial paper, certificates of deposit and high grade short-term variable rate securities. Liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents.

Investments with maturity dates greater than three months when purchased which have readily determined fair values are classified as available-for-sale investments and reflected in current assets as marketable securities at fair market value. At December 31, 2003, the Company’s marketable securities consisted of the following investments with the following maturities:
 

	Fair Market Value		Less than 1 Year		1–5 Years		5-10 Years		More than 10 Years
Short-term variable rate taxable municipal securities	$	8,955,000	$	-	$	-	$	-	$	8,955,000
Short-term variable rate auction preferred securities		4,000,000		4,000,000		-		-		-
Certificates of deposit		241,000		241,000		-		-		-
	$	13,196,000	$	4,241,000		-		-	$	8,955,000

The cost of the above securities approximated fair market value. Gross proceeds from sales of available-for-sale securities were $5,044,000, with no gains or losses realized, using the specific identification cost basis method. There were no transfers of securities from the available-for-sale category into the trading category.

F-14

Fair Value of Financial Instruments and Concentration of Credit Risk

The carrying amounts reported in the balance sheet for cash, cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. At December 31, 2003, all of the Company’s cash equivalents and marketable securities were invested in highly liquid, high grade commercial paper, short-term variable rate securities and certificates of deposit. At December 31, 2003, all cash equivalents and marketable securities were recorded at fair market value and no single investment represented more than 7.5% of the investment portfolio.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to seven years for furniture and equipment. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the related lease term, principally seven years.

Intellectual Property and Other Intangibles

Intellectual property consists primarily of certain technology, patents pending, know-how and related intangible assets with respect to treatment protocols for addictions to alcohol, cocaine and other addictive stimulants.  These assets are stated at cost and are being amortized on a straight-line basis over the remaining life of the respective patents, which range from thirteen to seventeen years. 

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), long-lived assets such as property, equipment and intangibles subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

The Company’s revenues are derived from licensing its technology and providing administrative services to hospitals, treatment facilities and other healthcare providers.  These fees are recognized as licensing fees are earned or when services are performed and collectibility is reasonably assured. Under existing contracts at December 31, 2003, substantially all of the licensing fees and other service elements are earned at the time of completion of patient treatment.

Income Taxes

The Company accounts for income taxes pursuant to SFAS 109, “Accounting for Income Taxes,” which uses the liability method to calculate deferred income taxes.  To date, the Company has not recorded any income tax liability due to its losses.  Also, no income tax benefit has been recorded due to the uncertainty of its realization.

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128, “Computation of Earnings Per Share,” basic earnings (loss) per share is computed by dividing the net earnings (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share is computed by dividing the net earnings (loss) for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period.

Common equivalent shares, consisting of approximately 5,174,000 incremental common shares issuable upon the exercise of stock options and warrants have been excluded from the diluted earnings per share calculation because their effect is anti-dilutive.

F-15

A summary of the net loss and shares used to compute net loss per share is as follows:

		Period from February 13, 2003 (Inception) through December 31, 2003
Net loss	$	(3,504,000	)
Less: Beneficial conversion feature of preferred stock		(124,000	)
Net loss available to common stockholders	$	(3,628,000	)
Basic and diluted loss per share	$	(0.21	)
Weighted average common shares used to compute basic net loss per share		16,888,000
Effect of dilutive securities		—
Weighted average common shares used to compute diluted net loss per share		16,888,000

All share and per share data have been restated to reflect a stock split of 100 to 1 declared on July 1, 2003.

Stock Options and Warrants

The Company accounts for the issuance of employee stock options using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). During the period from February 13, 2003 (inception) through December 31, 2003 the Company did not recognize any compensation costs for options granted to employees as the exercise price equaled the fair value of the Company's common stock on the date of grant.

Had the Company determined compensation cost based on the fair value at the grant date for its employee stock options under SFAS No. 123, the pro forma effect on net loss and net loss per share would have been as follows:

Net loss:

As reported	$	(3,504,000	)
Less: Stock based compensation expense determined under fair value based method		(73,000	)
Pro forma net loss		(3,577,000	)
Less: Beneficial conversion feature of preferred stock		(124,000	)
Net loss available to common stockholders	$	(3,701,000	)

Net loss per share:

As reported – basic	$	(0.21	)
Pro forma – basic	$	(0.22	)
As reported – diluted	$	(0.21	)
Pro forma – diluted	$	(0.22	)

The estimated fair value of options granted on September 29, 2003 was $0.83 per share calculated using the Black-Scholes pricing model with the following assumptions:

Expected volatility	0	%
Risk-free interest rate	4.09	%
Expected lives	10 years
Expected dividend yield	0	%

The volatility was assumed to be zero, since all options were granted prior to the date the Company’s stock was first publicly traded.

F-16

The Company accounts for the issuance of warrants for services from non-employees in accordance with SFAS 123, “Accounting for Stock-Based Compensation”, by estimating the fair value of warrants issued using the Black-Scholes pricing model.  This model’s calculations include the warrant exercise price, the market price of shares on grant date, the weighted average information for risk-free interest, expected life of warrant, expected volatility of the Company’s stock and expected dividends.

If warrants issued as compensation to non-employees for services are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received as provided by Financial Accounting Standards Board Emerging Issues Task Force No. 96-18 (“EITF 96-18”).  If warrants are issued for consideration in an acquisition of assets, the value of the warrants are recorded in equity at the time of issuance and included in the purchase price to be allocated.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of expenses.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

In November 2002, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No (“FIN”) 45, “Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee and also to include more detailed disclosures with respect to guarantees. FIN 45 is effective for guarantees issued or modified after December 31, 2002 and requires the additional disclosures for interim or annual periods ended after December 15, 2002. The initial recognition and measurement provisions of FIN 45 did not have an effect on the Company’s financial position or results of operations.

In December 2002, the FASB issued Statement of Financial Accounting Standards (“SFAS”) 148, “Accounting for Stock-Based Compensation - Transition and Disclosure”.  SFAS 148 amends SFAS 123, “Accounting for Stock-Based Compensation” to provide alternative methods of transition to SFAS 123’s fair value method of accounting for stock-based employee compensation.  It also amends and expands the disclosure provisions of APB 28, “Interim Financial Reporting,” to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements.  While SFAS 148 does not require companies to account for employee stock options using the fair-value method, the disclosure provisions apply to all companies for fiscal years ending after December 15, 2002 regardless of whether they account for stock options in accordance with the intrinsic value method of APB 25.  The Company has elected to use the intrinsic value method under APB 25 to account for stock options issued to employees and has incorporated the expanded disclosures under SFAS 148 into these Notes to Financial Statements.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities (“FIN 46”).  The primary objectives of FIN 46 are to provide guidance on the identification and consolidation of variable interest entities.  Variable interest entities are entities that are controlled by means other than voting rights.  The guidance applies to variable interest entities created after January 31, 2003.  The Company holds no interest in variable interest entities.

In June 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”.  SFAS 150 requires certain instruments, including mandatorily redeemable shares, to be classified as liabilities, not as part of stockholders’ equity or redeemable equity.  For instruments that are entered into or modified after May 31, 2003, SFAS 150 is effective immediately upon entering the transaction or modifying terms. For other instruments covered by SFAS 150 that were entered into before June 1, 2003, Statement 150 is effective for the first interim period beginning after June 15, 2003.  The implementation of SFAS 150 had no impact on the Company’s financial position or results of operations.

F-17

Note 3.   Acquisition of Intellectual Property

In March 2003, the Company entered into a Technology Purchase and License Agreement (the “Technology Agreement”) with Tratamientos Avanzados de la Adicción S.L., a Spanish corporation (“Seller”) owned and controlled by Juan José Legarda, a member of the Company’s board of directors, to acquire, on an exclusive basis, all of the rights, title and interest to use and or sell the products and services and license the intellectual property owned by Seller with respect to a method for the treatment of alcohol and cocaine dependence on a worldwide basis except in Spain (as amended in September 2003).  The Company has granted Seller a security interest in the intellectual property to secure the payments and performance obligations under the Technology Agreement.  As consideration for the intellectual property acquired, the Company issued to Seller approximately 836,000 shares of its common stock on the date of the merger at a fair market value of $2.50 per share, plus stock options to purchase approximately 532,000 shares of the Company’s common stock at an exercise price of $2.50 per share, valued at approximately $191,000 using the Black-Scholes pricing model.  Options for 160,000 shares are exercisable at any time through September 29, 2008, and the remaining options for 372,000 shares become exercisable equally over five years and expire ten years from date of grant.

In addition to the purchase price for the above intellectual property, Hythiam agreed to pay a royalty fee to Seller equal to three percent (3%) of gross revenues from the alcohol and cocaine detoxification processes using the acquired intellectual property for so long as the Company (or any licensee) uses the acquired intellectual property.  These fees are reflected in expense as revenues are recognized.

Under the Technology Agreement, the Company is obligated to allocate each year a minimum of 50% of the funds it expends on sales, marketing, research and development on such activities relating to the use of the intellectual property acquired.  If the Company does not expend at least the requisite percentage on such activities, the Seller has the right to have the intellectual property revert to the Seller. The Company may terminate Seller’s reversion rights by making an additional payment of an amount which, taken together with previously paid royalties and additional payments, would aggregate $1,000,000. In 2003 the Company met its obligations with respect to this requirement.

The total cost of the assets acquired, plus additional costs incurred by the Company related to filing patents on such assets have been reflected in long-term assets as intellectual property.  Amortization is being recorded on a straight-line basis over the remaining 17.5 year life of the pending patents, commencing July 1, 2003.

In August 2003, the Company acquired a patent for a treatment method for opiate addiction at a foreclosure sale held by Reserva, LLC, a company owned and controlled by Terren S. Peizer, the Company’s majority shareholder, Chief Executive Officer and Chairman of the board of directors, through a foreclosure sale in satisfaction of debt owed to Reserva by a medical technology development company. The Company paid approximately $314,000 in cash and agreed to issue 360,000 shares of its common stock to the technology development company at a future date conditional upon the occurrence of certain events, including the registration of the Company’s shares to be issued and a full release of claims by all of the technology development company’s creditors.  The total cash consideration, which equaled Reserva's basis, is reflected in other assets as intellectual property and is being amortized over the remaining 13 year life of the patent commencing September 1, 2003. The value of the stock, if and when issued, will be accounted for as additional cost of the intellectual property at the time of issuance.

Amortization expense for intellectual property was $47,000 for the period ended December 31, 2003, and is estimated to be $169,000 for each of the next five years.

Note 4.    Receivables

Receivables consisted of the following as of December 31, 2003:

License fees receivable	$	16,000
Payroll tax refunds		110,000
Tenant improvement allowance (1)		301,000
Other receivables		42,000
		469,000
Less-allowance for doubtful accounts		( 14,000	)
	$	455,000

(1) Amounts receivable from landlord upon completion of lease build-out of new office space

F-18

Note 5.   Property and Equipment

Property and equipment consisted of the following as of December 31, 2003:

Leasehold improvements	$	1,080,000
Furniture and equipment		918,000
		1,998,000
Less-accumulated depreciation		( 17,000	)
	$	1,981,000

Depreciation expense was $28,000 for the period ended December 31, 2003.

Note 6.   Income Taxes

As of December 31, 2003, the Company had net federal operating loss carry forwards and net state operating loss carry forwards of approximately $3,009,000 and $1,805,000, respectively. The net federal operating loss carry forwards expire in 2023 and net state operating loss carry forwards expire in 2014.

The primary components of temporary differences which give rise to the Company’s net deferred tax are as follows:

Deferred tax asset
Net operating losses	$	1,182,000
Temporary differences		59,000
Valuation allowance		(1,241,000	)
	$	-

The difference between the effective tax rate and that computed under the federal statutory rate is as follows:

Federal statutory rate	(34	%)
State taxes	( 9	%)
Stock-based expense	4	%
Other	3	%
Change in valuation allowance	36	%
	-	%

Note 7.   Equity Financing

On September 29, 2003, the Company completed a private placement offering (the “Offering”) for a total of $21,927,500 in proceeds from private investors.  The Company raised $4,690,000 of these proceeds during the period July through September 2003 in a bridge financing through the issuance of 1,876,000 shares of convertible preferred stock at a price of $2.50 per share, plus warrants for 385,200 shares of common stock at an exercise price of $2.50 per share.  The remaining proceeds from the Offering were raised through the issuance of 6,895,000 restricted shares of the Company’s common stock at a price of $2.50 per share.  The preferred stock was converted into restricted shares of common stock on a one-to-one basis upon the completion of the Offering.  The warrants have a fair market value using the Black-Scholes pricing model of $124,000, which has been reflected as a beneficial conversion feature in the financial statements. The warrants expire from three to five years after issuance. 

In connection with the Offering, the Company paid commissions to registered broker-dealers aggregating approximately $342,000 in cash, issued 100,000 shares of common stock valued at $2.50 per share and issued approximately 209,000 warrants for the purchase of common stock at exercise prices of $2.50 to $3.00 per share. The Company also paid approximately $70,000 in cash, issued 40,000 shares of common stock valued at $2.50 per share and issued approximately 28,000 warrants for the purchase of common stock at a price of $2.50 per share to financial consultants for services rendered in connection with the Offering and the merger. The warrants expire from three to four years from date of issue and have a combined fair market value of approximately $26,000 using the Black-Scholes pricing model.

F-19

Note 8.    Stock, Stock Options and Warrants

Common Stock

On July 2, 2003, the Company effected a stock split of 100 to 1, thereby increasing its shares then outstanding from 137,400 to 13,740,000.  On September 29, 2003, in connection with the merger, the Company reincorporated in Delaware and issued newly authorized common stock to all stockholders. The accompanying financial statements and loss per share have been adjusted retroactively to reflect the stock split.

Preferred Stock

In July 2003, 15,000,000 shares of preferred stock, $.001 par value, were authorized. During the Company’s third quarter, 2003, the Company issued 1,876,000 preferred shares in connection with the Offering. Upon completion of the Offering, all of the outstanding preferred shares were exchanged for common shares on a one-to-one basis. On September 29, 2003, the Company reincorporated in Delaware and increased the authorized number of preferred shares to 50,000,000, $.0001 par value.

Stock Options

On September 29, 2003, the board of directors and a majority of outstanding shares approved the 2003 Stock Incentive Plan. Under the plan, 5,000,000 shares of common stock were reserved for issuance to employees, officers, directors and consultants of the Company and provides for the issuance of incentive and nonqualified options. The board of directors determines the terms of stock option agreements, including vesting requirements. The exercise price of incentive stock options must be no less than the fair market value on the date of grant. The options expire not later than ten years from the date of grant.

On September 29, 2003, the Company granted options for 4,000,000 shares to employees, officers, directors and consultants, at exercise prices ranging from $2.50 to $2.75 per share and with vesting over periods from three to five years from the date of grant. Stock option activity under the 2003 Stock Incentive Plan is as follows:

	Shares			Weighted Average Exercise Price
Granted	4,000,000		$	2.56
Exercised	-			-
Cancelled	(60,000	)		(2.50	)
Balance, December 31, 2003	3,940,000		$	2.56

The weighted average remaining contractual life and weighted average exercise price of options outstanding as of December 31, 2003 were as follows:

	Options Outstanding					Options Exercisable
Range of Exercise Prices		Options Outstanding	Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Options Exercisable		Weighted Average Exercise Price
$ 2.50 to $ 2.75		3,940,000	8.1 years	$	2.56		25,000	$	2.50

F-20

Included in the above amounts are options for 445,000 shares granted to consultants and directors providing consulting services. The options vest over periods from three to four years and are being charged to expense as services are provided using the variable accounting method. The options have an estimated fair value of approximately $2,447,000 as of December 31, 2003, using the Black-Scholes pricing model. 

Warrants

In addition to the warrants discussed in Note 7, on September 29, 2003, the Company issued an immediately-exercisable, five-year warrant to purchase 80,000 shares of common stock at $2.50 per share, to a management advisor for investment relation services to be performed over a one-year period. The warrant has an estimated value of approximately $29,000 using the Black-Scholes pricing model. 

Warrants and non-plan options outstanding as of December 31, 2003 are summarized as follows:

Description	Shares		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
Options issued for intellectual property		532,000		8.2 years	$	2.50
Warrants issued to preferred stockholders		385,000		4.0 years		2.50
Warrants issued in connection with equity offering		237,000		3.1 years		2.68
Warrants issued for future services		80,000		4.8 years		2.50
		1,234,000		5.7 years	$	2.54

Note 9.  Commitments and Contingencies

Lease Commitments

The Company incurred rent expense of approximately $82,000 for the period from February 13, 2003 through December 31, 2003. On July 30, 2003, the Company entered into a month-to-month office lease agreement for its corporate offices in Los Angeles, California for approximately $14,000 per month. In September 2003, the Company signed a new office lease agreement for its corporate offices with the same landlord at an initial lease cost of approximately $33,000 per month, with increases scheduled annually over the lease term.  The term of the lease is seven years beginning on the lease commencement date, December 15, 2003, with a right to extend the lease for an additional five years.  Rent expense is calculated using the straight-line method based on the total minimum lease payments over the initial term of the lease. Rent expense exceeding actual rent payments is accounted for as a deferred rent liability in the balance sheet. As a condition to signing the lease, the Company secured a $350,000 letter of credit for the landlord as a form of security deposit.  The letter of credit is collateralized by a certificate of deposit in the amount of $350,000.

Future minimum lease payments on the non-cancelable lease are as follows:

Period ending December 31,		Base Rental Payments
2004	$	392,000
2005		405,000
2006		417,000
2007		431,000
2008		443,000
Thereafter		904,000
Total	$	2,992,000

In addition to the above lease obligations, at December 31, 2003 the Company had undertaken commitments of approximately $333,000 for completion of lease build-out costs (net of tenant improvement allowances provided by the landlord), computer hardware and software costs, telephone and communication systems, office furniture and other office equipment in connection with the relocation of the corporate offices to the new lease space.

F-21

Legal Proceedings

The Company is subject to claims and lawsuits in its normal course of business. As of December 31, 2003, the Company was not involved in any legal proceeding that would have a material adverse effect on the business, financial condition or operating results.

Note 10.    Interim Financial Information (Unaudited)

   Summarized quarterly supplemental financial information is as follows:

	Quarter Ended
	March 31	June 30		September 30		December 31	Total 2003
	(In thousands, except per share)
Net revenues	$                    -	$	-		$            44	$            31	$             75
Operating loss	-		(201)		(844)	(2,500)	(3,545)
Net loss	-		(201)		(841)	(2,462)	(3,504)
Basic and diluted loss per share	-		(0.02)		(0.06)	(0.13)	(0.21)

F-22

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The Selling Shareholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.
TABLE OF CONTENTS
	Page
Prospectus Summary	1
Risk Factors	3
Risks Related to Our Business	3
Risks Related to Our Intellectual
Property	6
Risks Related to Our Industry	7
Risks Related to Our Common Stock	11
Cautionary Statement Concerning
Forward-Looking Information	12
Use of Proceeds	13
Dividend Policy	13
Selling Shareholders	13
Plan of Distribution	25
Description of Capital Stock	27
Legal Matters	28
Business	28
Property	38
Legal Proceedings	38
Market for Our Securities	39
Selected Financial Data	40
Management’s Discussion and Analysis of
Financial Condition and Results of
Operations	41
Quantitative and Qualitative Disclosures
About Market Risk	45
Management	46
Executive Compensation	49
Security Ownership of Certain Beneficial
Owners and Management	52
Certain Relationships and Related
Transactions	52
Indemnification Under Our Certificate of
Incorporation and Bylaws	53
Where You Can Find Additional Information	53
Index to Financial Statements	F-1
Until __________, 2004, all dealers effecting transactions in the common stock offered hereby, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

10,967,528 Shares

Common Stock

______________

PROSPECTUS
______________

Hythiam, Inc.

__________________, 2004

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

     The following table sets forth the various costs and expenses payable by the registrant in connection with the sale of the common stock being registered. Any broker-dealer discounts and commissions will be payable by the Selling Shareholders. Except for the SEC registration fee, all the amounts shown are estimates.

SEC Registration Fee	$	10,617
Legal fees and expenses	$	100,000
Accounting fees and expenses	$	50,000
Printing and related expenses	$	25,000
Miscellaneous	$	14,383
Total	$	200,000

Item 14. Indemnification of Officers and Directors

     Under Section 145 of the Delaware General Corporation Law, the registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The registrant’s articles of incorporation and by-laws provide that the registrant shall indemnify its officers and directors to the fullest extent not prohibited by law.

Item 15. Recent Sales of Unregistered Securities

     On September 29, 2003, in connection with the merger with Hythiam, Inc., a New York corporation (“Hythiam NY”), the registrant issued 23,486,916 shares of its common stock to Hythiam NY’s stockholders in a one-for-one exchange for all of the outstanding shares of common stock of Hythiam NY. No commissions were paid in connection with the issuance of the foregoing shares, which were issued without registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

     Prior to the merger, Hythiam NY completed a private placement of its shares, which were offered and sold to accredited investors at $2.50 per share, resulting in proceeds to Hythiam NY (net of placement agent fees of $342,000 and offering expenses of $241,000) of $21.3 million.

     In connection with the private placement, the registrant issued warrants to purchase 385,200 shares of its common stock to purchasers of preferred stock that was converted into common stock immediately prior to the merger, and warrants to purchase 208,890 shares of its common stock to placement agents. Hythiam NY also issued 140,000 shares of its common stock and warrants to purchase 108,200 shares of its common stock to consultants and financial advisors. With the exception of warrants to purchase 86,800 shares of common stock at an exercise price of $3.00 per share, the exercise price of all warrants was $2.50 per share.

     In January 2004, the registrant issued to consultants and financial advisors 8,322 shares of its common stock and warrants to purchase 150,000 of common stock at an exercise price of $7.00 per share. The foregoing securities were issued without registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

     On May 17, 2004 the registrant issued 360,000 shares in the name of Xino Corporation in connection with the acquisition of certain intellectual property as described under the section titled “Certain Relationships and Related Transactions” on page 52. Such shares have been pledged and are being held to secure Xino’s remaining obligations to the registrant and may not be released or sold until such obligations are satisfied. The foregoing securities were issued without registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

II-1

Item 16. Exhibits and Financial Statement Schedules

     (a)     Exhibits

Exhibit No.	Description
2.1	Asset Purchase Agreement among Alaska Freightways, Inc., Donald E. Nelson, Richard L. Strahl and Brady L.
	Strahl, dated September 29, 2003(1)
2.2	Agreement and Plan of Merger among Alaska Freightways, Inc., Hythiam Acquisition Corporation, Hythiam, Inc.,
	a New York corporation, and certain Stockholders, dated September 29, 2003(1)
2.3	Agreement and Plan of Merger between Alaska Freightways, Inc. and Hythiam, Inc., a Delaware corporation,
	dated September 29, 2003(1)
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
4.1	Specimen of Common Stock Certificate(2)
4.2	Form of Warrant(2)
4.3	Form of Registration Rights Agreement
5.1	Opinion of Greenberg Traurig, LLP(2)
10.1	2003 Stock Option Plan(1)
10.2	Technology Purchase and Royalty Agreement with Tratamientos Avanzados de la Adicción S.L., as amended
10.3	Agreement with Little Company of Mary – San Pedro Hospital(3)
23.1	Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto)(2)
23.2	Consent of BDO Seidman, LLP(4)
23.3	Consent of BDO Seidman, LLP

(1)	Previously filed exhibit of the same number to the Current Report on Form 8-K filed September 30, 2003, and incorporated
	herein by reference.
(2)	Previously filed exhibit of the same number to the registration statement on Form S-1 filed January 30, 2004, and
	incorporated by reference herein.
(3)	Portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a
	request for confidential treatment thereof.
(4)	Previously filed exhibit of the same number to the amended registration statement on Form S-1/A filed March 31, 2004, and
	incorporated herein by reference.
	(b)      Financial Statement Schedules
	Not applicable.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(i)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-2

(4)	That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report
	pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
	benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the
	Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein,
	and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)	The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person
	to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference
	in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
	Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of
	Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the
	prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus
	to provide such financial information.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 18th day of May, 2004.

HYTHIAM, INC.
By:	/s/ TERREN S. PEIZER
	Terren S. Peizer Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terren S. Peizer and Chuck Timpe, or any one of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

II-3

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date
/s/ TERREN S. PEIZER	Chairman of the Board of Directors and	May 18, 2004
	Chief Executive Officer (Principal
Terren S. Peizer	Executive Officer)
/s/ CHUCK TIMPE	Chief Financial Officer (Principal Financial	May 18, 2004
	and Accounting Officer)
Chuck Timpe
/s/ ANTHONY M. LAMACCHIA	Director and Chief Operating Officer	May 18, 2004
Anthony M. LaMacchia
/s/ LESLIE F. BELL	Director	May 18, 2004
Leslie F. Bell
/s/ HERVÉ DE KERGROHEN	Director	May 18, 2004
Hervé de Kergrohen
/s/ RICHARD A. ANDERSON	Director	May 18, 2004
Richard A. Anderson
/s/ IVAN M. LIEBERBURG	Director	May 18, 2004
Ivan M. Lieberburg
/s/ JUAN JOSÉ LEGARDA	Director	May 18, 2004
Juan José Legarda

II-4

EXHIBIT INDEX

Exhibit No.	Description
2.1	Asset Purchase Agreement among Alaska Freightways, Inc., Donald E. Nelson, Richard L. Strahl and Brady L.
	Strahl, dated September 29, 2003(1)
2.2	Agreement and Plan of Merger among Alaska Freightways, Inc., Hythiam Acquisition Corporation, Hythiam, Inc.,
	a New York corporation, and certain Stockholders, dated September 29, 2003(1)
2.3	Agreement and Plan of Merger between Alaska Freightways, Inc. and Hythiam, Inc., a Delaware corporation,
	dated September 29, 2003(1)
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
4.1	Specimen of Common Stock Certificate(2)
4.2	Form of Warrant(2)
4.3	Form of Registration Rights Agreement
5.1	Opinion of Greenberg Traurig, LLP(2)
10.1	2003 Stock Option Plan(1)
10.2	Technology Purchase and Royalty Agreement with Tratamientos Avanzados de la Adicción S.L., as amended
10.3	Agreement with Little Company of Mary – San Pedro Hospital(3)
23.1	Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto)(2)
23.2	Consent of BDO Seidman, LLP(4)
23.3	Consent of BDO Seidman, LLP

(1)	Previously filed exhibit of the same number to the Current Report on Form 8-K filed September 30, 2003, and incorporated
	herein by reference.
(2)	Previously filed exhibit of the same number to the registration statement on Form S-1 filed January 30, 2004, and
	incorporated herein by reference.
(3)	Portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a
	request for confidential treatment thereof.
(4)	Previously filed exhibit of the same number to the amended registration statement on Form S-1/A filed May 17, 2004, and
	incorporated herein by reference.

II-5

EX-4.3

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement ("Agreement") is entered into as of
_______, 2003, between Hythiam, Inc., a New York corporation ("Company"), and
_______ ("Investor").

      WHEREAS, pursuant to a Stock Purchase Agreement of even date herewith,
Company is selling and issuing to Investor shares of [Series A Convertible
Preferred Stock ("Preferred Stock"), which are convertible into shares of]
Company's common stock, par value $.001 ("Common Stock");

      [WHEREAS, Company is concurrently issuing a Warrant to Investor to
purchase additional shares of Company's Common Stock;] and

      WHEREAS, the shares of Common Stock [and the rights to acquire the
preferred shares and the shares of Common Stock issuable upon conversion of the
Preferred Stock and the exercise of the Warrant] are being granted in a private
placement without registration under the Securities Act of 1933, as amended (the
"Act"), in reliance on one or more exemptions from the registration requirements
under the Act;

      NOW THEREFORE, in consideration of the foregoing recitals and the
respective covenants and representations contained herein, the parties hereto,
intending to be legally bound, agree as follows:

      1.    Demand Registration

            (a) If Company shall merge or consolidate with another entity, or
the shareholders of Company shall sell, transfer or otherwise dispose of all or
substantially all of the shares of the Company to a corporation whose securities
are publicly traded ("Successor") in exchange for shares of common stock or
other securities of the Successor ("Merger"), and Company receives written
notice from Investor requesting that Company file a registration statement under
the Act covering the registration of all of the shares Common Stock then owned
by Investor, whether issuable upon conversion of the Preferred Stock or the
exercise of the Warrant, ("Shares"), Company will use its best efforts to effect
the registration under the Act of all Shares which investor requests to be
registered, to the extent necessary to permit the legally permissible sale or
other disposition by Investor.

            (b) If Investor intends to distribute the Shares covered by its
request by means of an underwriting, it will so advise Company as a part of the
request made pursuant to this Section. In such event, the right of Investor to
include its Shares in the registration shall be conditioned upon Investor's
participation in such underwriting and the inclusion of the Shares in the
underwriting. Company will enter into (together with Investor and the other
shareholders distributing their securities through the underwriting) an
underwriting agreement with the underwriter or underwriters selected by Company
for the underwriting, provided that the underwriting agreement is in customary
form and is reasonably acceptable to Company.

            (c) Notwithstanding the foregoing, if Company furnishes to Investor
a certificate signed by the President of Company stating that in the good faith
judgment of the Board of Directors of Company, it would be detrimental to
Company and its shareholders for the registration statement to be filed and it



is therefore essential to defer the filing of the registration statement,
Company will have the right to defer the filing for a period of not more than
ninety (90) days after receipt of the request of investor; provided, however,
that Company may not utilize this right more than once in any twelve-month
period.

            (d) Company will not be obligated to prepare, file or to take any
action to effect any registration pursuant to this Section:

                  (i) Prior to a Merger;

                  (ii) After Company has effected a prior registration pursuant
to this Agreement and such registration has been declared or ordered effective;
or

                  (iii) During the period starting with the date ninety (90)
days prior to Company's good faith estimate of the date of filing of, and ending
on a date one hundred eighty (180) days after the effective date of, a
registration subject to Section 2 hereof; provided that Company is using
reasonable efforts to cause such registration statement to become effective.

      2. Piggyback Registration

            (a) Unless a registration statement has already been filed and
remains effective with respect to the Shares, each time Company or a Successor
determines to file a registration statement under the Act (other than on Form
S-1 solely covering an employee benefit plan, S-4 or S-8) in connection with the
proposed offer and sale for money of any of its securities, either for its own
account or on behalf of any other security holder, Company will give written
notice of its determination to Investor. Upon the written request of Investor
within thirty (30) days after the receipt of the written notice, Company will
cause all Shares of Investor to be included in the registration statement, to
the extent necessary to permit the legally permissible sale or other disposition
by Investor.

            (b) If the registration is for a public offering involving an
underwriting, Company will so advise Investor as a part of its written notice.
In such event, the right of Investor to registration pursuant to this Section is
conditioned upon Investor's participation in the underwriting and the inclusion
of Investor's Shares in the underwriting to the extent provided herein. Investor
will enter into (together with Company and the other shareholders distributing
their securities through the underwriting) an underwriting agreement with the
underwriter or underwriters selected by Company for the underwriting, provided
that the underwriting agreement is in customary form and is reasonably
acceptable to Investor.

            (c) Notwithstanding any other provision of this Section, if the
managing underwriter of an underwritten distribution advises Company and
Investor in writing that in its good faith judgment the number of Shares and the
other securities requested to be registered exceeds the number of Shares and
other securities which can be sold in the offering, then (i) the number of
Shares and other securities so requested to be included in the offering will be
reduced to that number of shares which in the good faith judgment of the
managing underwriter can be sold in the offering (except for shares to be issued
by Company in an offering initiated by Company, which will have priority over
the Shares), and (ii) the reduced number of shares will be allocated among all
participating holders of Common Stock and investor in proportion, as nearly as

                                       2


practicable, to the respective number of Shares and other securities held by
Investor and other holders at the time of filing the registration statement in
relation to the total number of shares of Common Stock outstanding on a fully
diluted basis. All Shares and other securities which are excluded from the
underwriting by reason of the underwriter's marketing limitation and all other
Shares not originally requested to be so included will not be included in the
registration and will be withheld from the market by Investor for a period, not
to exceed one hundred eighty (180) days, which the managing underwriter
reasonably determines is necessary to effect the underwritten public offering.

      3. Registration Procedures. If and whenever Company is required by the
provisions of this Agreement to effect the registration of Shares under the Act,
Company, at its expense, will:

            (a) In accordance with the Act and all applicable rules and
regulations, prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to the Shares and use its
commercially reasonable efforts to cause the registration statement to become
effective, and prepare and file with the SEC such amendments and supplements to
the registration statement and the prospectus contained therein as may be
necessary to keep the registration statement effective and the registration
statement and prospectus accurate and complete until the Shares covered by such
registration statement have been sold;

            (b) If the offering is to be underwritten in whole or in part, enter
into a customary written underwriting agreement in form and substance reasonably
satisfactory to the managing underwriter of the public offering, Investor and
Company;

            (c) Furnish to Investor and the underwriters of the Shares being
registered such number of copies of the registration statement and each
amendment and supplement thereto, preliminary prospectus, final prospectus and
such other documents as the underwriters and Investor may reasonably request in
order to facilitate the public offering of the securities;

            (d) Use its commercially reasonable efforts to register or qualify
the securities covered by the registration statement under such state securities
or blue sky laws of such jurisdictions as Investor and the underwriters may
reasonably request within thirty (30) days prior to the original filing of the
registration statement, except that Company will not for any purpose be required
to execute a general consent to service of process or to qualify to do business
as a foreign corporation in any jurisdiction where it is not so qualified;

            (e) Notify Investor, promptly after it receives notice thereof, of
the date and time when the registration statement and each post-effective
amendment thereto has become effective or a supplement to any prospectus forming
a part of such registration statement has been filed;

            (f) Notify Investor of any request by the SEC for the amending or
supplementing of the registration statement or prospectus or for additional
information;

            (g) Prepare and file with the SEC, upon the request of Investor, any
amendments or supplements to the registration statement or prospectus which, in
the reasonable opinion of counsel for Investor, is required under the Act or the

                                       3


rules and regulations of the SEC thereunder in connection with Investor's
distribution of the Shares;

            (h) Prepare and file with the SEC, and notify Investor of the filing
of, such amendments or supplements to the registration statement or prospectus
as may be necessary to correct any statements or omissions if, at the time when
a prospectus relating to the securities is required to be delivered under the
Act, any event has occurred as the result of which the prospectus or any other
prospectus as then in effect would include an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;

            (i) In case Investor or any underwriter for Investor is required to
deliver a prospectus at a time when the prospectus then in circulation is not in
compliance with the Act or the rules and regulations of the SEC, prepare upon
request such amendments or supplements to such registration statement and such
prospectus as may be necessary in order for the prospectus to comply with the
requirements of the Act and such rules and regulations;

            (j) Advise Investor, after it receives notice or obtains knowledge
thereof, of the issuance of any stop order by the SEC suspending the
effectiveness of the registration statement or the initiation or threatening of
any proceeding for that purpose and promptly use its commercially reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
a stop order should be issued;

            (k) Not file any registration statement or prospectus or any
amendment or supplement to a registration statement or prospectus to which
Investor has, at least five (5) business days prior to filing, reasonably
objected on the grounds that the registration statement or prospectus or
amendment or supplement thereto does not comply in all material respects with
the requirements of the Act or the rules and regulations thereunder. The failure
of Investor or its counsel to review or object to any registration statement or
prospectus or any amendment or supplement to a registration statement or
prospectus will not affect the indemnification rights of Investor or its
respective officers, directors, partners, legal counsel, accountants or
controlling persons or any underwriter or any controlling person of such
underwriter under Section 5 hereof;

            (l) Make available for inspection upon request by Investor, a
managing underwriter of a distribution to be effected pursuant to a registration
statement under this Agreement, and any attorney, accountant or other agent
retained by Investor or its underwriter, all pertinent corporate, financial and
other documents and records of Company, and cause Company's officers, directors
and employees to supply all information reasonably requested by Investor,
underwriter, attorney, accountant or agent in connection with the registration
statement; and

            (m) At the request of Investor, furnish to Investor on the effective
date of the registration statement or, if the registration includes an
underwritten public offering, at the closing provided for in the underwriting
agreement, (i) an opinion dated such date of the counsel representing Company
for the purposes of the registration, addressed to the underwriters, if any, and
to investor, covering such matters with respect to the registration statement,
the prospectus and each amendment or supplement thereto, proceedings under state
and federal securities laws, other matters relating to Company, the securities

                                       4


being registered and the offer and sale of such securities as are customarily
the subject of opinions of issuer's counsel provided to underwriters in
underwritten public offerings, and such opinion of counsel will additionally
cover such legal and factual matters with respect to the registration as
Investor may reasonably request, and (ii) letters dated each of such effective
date and such closing date, from the independent certified public accountants of
Company, addressed to the underwriters, if any, and to Investor, stating that
they are independent certified public accountants within the meaning of the Act
and dealing with such matters as the underwriters may request, or, if the
offering is not underwritten, that in the opinion of such accountants the
financial statements and other financial data of Company included in the
registration statement or the prospectus or any amendment or supplement thereto
comply in all material respects with the applicable accounting requirements of
the Act, and additionally covering such other accounting and financial matters,
including information as to the period ending not more than five (5) business
days prior to the date of such letter with respect to the registration statement
and prospectus, as Investor may reasonably request.

      4. Expenses

            (a) With respect to each inclusion of Shares in a registration
statement pursuant to this Agreement, Company will bear all fees, costs and
expenses of and incidental to the registration and the public offering in
connection therewith; provided, however, that Investor will bear its pro rata
share of the underwriting discount and commissions.

            (b) The fees, costs and expenses of registration to be borne as
provided in this Section, include, without limitation, all registration, filing
and NASD fees, printing expenses, fees and disbursements of counsel and
accountants for Company, fees and disbursements of counsel for the underwriter
or underwriters of such securities (if Company and/or selling security
shareholders are otherwise required to bear such fees and disbursements),
reasonable fees and disbursements of counsel for Investor (up to $50,000), and
all legal fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the securities to be
offered are to be registered or qualified.

      5.    Indemnification

            (a) Company will indemnify and hold harmless pursuant to the
provisions of this Agreement Investor and each of Investor's officers,
directors, partners, legal counsel and accountants, and each person who controls
Investor within the meaning of the Act and any underwriter (as defined in the
Act) for Investor, and any person who controls such underwriter within the
meaning of the Act, from and against, and to reimburse Investor, its officers,
directors, partners, legal counsel, accountants and controlling persons and each
underwriter and controlling person of such underwriter with respect to, any and
all claims, actions (actual or threatened), demands, losses, damages,
liabilities, costs and expenses to which Investor, its officers, directors,
partners, legal counsel, accountants or controlling persons or any such
underwriter or controlling person of such underwriter may become subject under
the Act or otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or

                                       5


necessary to make the statements therein not misleading, in light of the
circumstances in which they were made; provided, however, that Company will not
be liable in any such case to the extent that any claim, action, demand, loss,
damage, liability, cost or expense is caused by an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
written information furnished by Investor, such underwriter or such controlling
person specifically for use in the preparation thereof.

            (b) Investor will indemnify and hold harmless Company, its officers,
directors, legal counsel and accountants, any underwriter and each person who
controls Company or any underwriter within the meaning of the Act, from and
against, and agrees to reimburse Company, its officers, directors, legal
counsel, accountants and controlling persons, any underwriter with respect to,
any and all claims, actions, demands, losses, damages, liabilities, costs or
expenses to which Company, its officers, directors, legal counsel, accountants,
such controlling persons, or any underwriter may become subject under the Act or
otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses are caused by any untrue or alleged untrue
statement of any material fact contained in such registration statement, any
prospectus contained therein or any amendment or supplement thereto, or are
caused by the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, in each
case, to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was so made in reliance
upon and in conformity with written information furnished by Investor
specifically for use in the preparation thereof. Notwithstanding the foregoing,
Investor will not be obligated hereunder to pay more than the net proceeds
realized by it upon its sale of Shares included in such registration statement.

            (c) Promptly after receipt by a party indemnified pursuant to the
provisions of this Section of notice of the commencement of any action involving
the subject matter of the foregoing indemnity provisions, the indemnified party
will, if a claim therefor is to be made against the indemnifying party pursuant
to the provisions of this Section, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to an indemnified party
otherwise than under this Section and will not relieve the indemnifying party
from liability under this Section unless the indemnifying party is prejudiced by
such omission. In case any action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying parties similarly notified, to assume
the defense thereof, with counsel satisfactory to the indemnified party;
provided, however, that if the defendants in any action include both the
indemnified party and the indemnifying party and the indemnified party
reasonably concludes that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties will have
the right to select separate counsel (in which case the indemnifying party will
not have the right to direct the defense of such action on behalf of the
indemnified party or parties). Upon the permitted assumption by the indemnifying
party of the defense of an action, and approval by the indemnified party of
counsel, the indemnifying party will not be liable to the indemnified party
under this Section for any legal or other expenses subsequently incurred by the

                                       6


indemnified party in connection with the defense thereof (other than reasonable
costs of investigation) unless (i) the indemnified party has employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence, (ii) the indemnifying party has
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time, (iii) the indemnifying party and its
counsel fail actively and vigorously to pursue the defense of the action or (iv)
the indemnifying party authorizes the employment of counsel for the indemnified
party at the expense of the indemnifying party. No indemnifying party will be
liable to an indemnified party for any settlement of any action or claim without
the consent of the indemnifying party, and no indemnifying party may
unreasonably withhold its consent to any such settlement. No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability with respect
to the claim or litigation.

            (d) If the indemnification provided for in this Section is held by a
court of competent jurisdiction to be unavailable to a party to be indemnified
with respect to any claims, actions, demands, losses, damages, liabilities,
costs or expenses referred to therein, then each indemnifying party under any
such section, in lieu of indemnifying the indemnified party thereunder, agrees
to contribute to the amount paid or payable by the indemnified party as a result
of the claims, actions, demands, losses, damages, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in the claims,
actions, demands, losses, damages, liabilities, costs or expenses, as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party will be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Notwithstanding
the foregoing, the amount Investor will be obligated to contribute pursuant to
this section will be limited to an amount equal to the per share public offering
price (less any underwriting discount and commissions) multiplied by the number
of Shares sold by Investor pursuant to the registration statement which gives
rise to such obligation to contribute (less the aggregate amount of any damages
which Investor has otherwise been required to pay in respect of such claim,
action, demand, loss, damage, liability, cost or expense or any substantially
similar claim, action, demand, loss, damage, liability, cost or expense arising
from the sale of such Shares). No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) will be entitled to
contribution hereunder from any person who was not guilty of such fraudulent
misrepresentation.

            (e) In addition to its other obligations under this Section, Company
agrees to reimburse any underwriter and Investor pursuant to this Agreement (and
each of the underwriter's and Investor's controlling persons, officers,
directors, parties, legal counsel, accountants and underwriters, and controlling
persons of the underwriters) on a monthly basis for all reasonable legal fees
and other expenses incurred in connection with investigating or defending any
claim, action, investigation, inquiry or other proceeding arising out of or
based upon any statement or omission, or any alleged statement or admission,
described in Section 5(a), notwithstanding the possibility that such payments

                                       7


might later be held to be improper. To the extent that any payment is ultimately
held to be improper, each person receiving such payment will promptly refund it.

      6. Restrictions. Shares will only be treated as registrable securities if
and so long as they have not been (a) sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or (b)
sold in a transaction exempt from the registration and prospectus delivery
requirements of the Act under Section 4(1) thereof so that all transfer
restrictions and restrictive legends with respect to such Shares are removed
upon the consummation of such sale and the seller and Investor receive an
opinion of counsel for Company, in form and content reasonably satisfactory to
the seller and buyer and their respective counsel, to the effect that the Shares
in the hands of investor are freely transferable without restriction or
registration under the Act in any public or private transaction.

      7. Information. Investor will furnish Company with such information with
respect to Investor and the Shares as Company may from time to time reasonably
request in writing and as may be required by law or by the SEC.

      8. Forms. All references in this Agreement to particular forms of
registration statements under the Act are intended to include, and will be
deemed to include, references to all successor forms which are intended to
replace, or to apply to similar transactions as, the forms herein referenced.

      9. Miscellaneous

            (a) Waivers and Amendments. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally or by course of
dealing, but only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
Specifically, but without limiting the generality of the foregoing, the failure
of one party at any time or times to require performance of any provision hereof
by the other party will not affect the right at a later time to enforce the
same. No waiver by any party of the breach of any term or provision contained in
this Agreement, in any one or more instances, will be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.

            (b) Successors and Assigns. The provisions of this Agreement will
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto. Notwithstanding the foregoing, Investor will not assign
or delegate any of its rights or obligations under this Agreement. In the event
of a Merger, all rights of Company under this Agreement will be assigned to
Successor, Successor will assume all duties and obligations of Company under
this Agreement, and Company shall have no further liability therefor.

            (c) No Third-Party Beneficiaries. No person or entity not a party to
this Agreement will be deemed to be a third-party beneficiary hereunder or
entitled to any rights hereunder.

            (d) Interpretation. The words "include," "includes," and "including"
when used herein will be deemed in each case to be followed by the words
"without limitation." This Agreement has been negotiated by the respective

                                       8


parties hereto and their attorneys and the language hereof will not be construed
for or against any party. The words "hereof," "herein," "herewith," "hereby" and
"hereunder" and words of similar import will, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement.

            (e) Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, then, if
possible, such illegal, invalid or unenforceable provision will be modified to
such extent as is necessary to comply with such present or future laws and such
modification will not affect any other provision hereof; provided that if such
provision may not be so modified, such illegality, invalidity or
unenforceability will not affect any other provision, but this Agreement will be
reformed, construed and enforced as if such invalid, illegal or unenforceable
provision had never been contained herein.

            (f) Descriptive Headings. The descriptive headings used in this
Agreement are inserted for convenience of reference and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.

            (g) Expenses. Each party will pay all costs and expenses incurred by
it in connection with the execution and delivery of this Agreement and the
transactions contemplated hereby, including fees of legal counsel.

            (h) Further Assurances. Each party to this Agreement will do and
perform or cause to be done and performed all such further acts and things and
will execute and deliver all such agreements, certificates, instruments and
documents as the other party hereto may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

            (i) Arbitration. Any controversy, dispute or claim of any nature
whatsoever arising out of, in connection with or in relation to this Agreement,
or otherwise involving the parties hereto, including the issue of arbitrability
of any such disputes, will be resolved by binding arbitration before a retired
judge at JAMS in Los Angeles, California. The prevailing party in any dispute
will be awarded all attorney's fees, costs and expenses in addition to other
allowable costs.

            (j) Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto will be
governed by, and construed in accordance with, the internal law of the State of
California, without regard to conflicts of laws.

            (k) Counterparts. This Agreement may be executed in counterparts,
each of which will be an original and all of which together will constitute one
and the same instrument.

                                       9


            (l) Entire Agreement. This Agreement, together with the related
written agreements entered into on the same date, constitutes the entire
agreement between the parties. No representations, agreements or promises have
been made except as expressly set forth herein. This Agreement supersedes any
prior negotiations, understandings or agreements, whether written or oral, and
any contemporaneous oral understandings or agreements.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first set forth above.

                              COMPANY:

                              HYTHIAM, INC.


                              By:
                                    --------------------------------
                                    Terren S. Peizer,
                                    Chairman & CEO


                              INVESTOR:


                              By:
                                    --------------------------------


                                       10

EX-10.2

                                   TAVAD S.L.


                                                                    May 13, 2004

Hythiam Inc.


      Re:   Technology Purchase and Royalty Agreement
            Dated as of March 12, 2003
            -----------------------------------------

Dear Sirs:

      This is to confirm our mutual agreement that the term "cocaine" as used in
the Technology Purchase Agreement dated as of March 12, 2003, by and between
Hythiam Inc. ("Hythiam") and Tratamientos Avanzados de la Adiccion S.L. ("TAVAD"
formerly known as CITA S.L.") shall be deemed to include "crack cocaine" in all
places that such term is used in the Agreement, except for Section 12.4. Tavad
does not warrant that the Intellectual Property constitutes all technology and
know-how necessary for crack cocaine detoxification procedures. Without limiting
the generality of the foregoing, it is the sole responsibility of Hythiam to
determine the procedures and know-how for use of the Intellectual Property in
crack cocaine detoxification procedures, including the safety and efficacy of
such procedures.

      The Technology Purchase Agreement, as amended by this Letter Agreement
remains in full force and effect.

      Kindly acknowledge your agreement to the foregoing by signing a copy of
this letter where indicated.

                                    Very truly yours,

                                    TAVAD S.L.


                                    By: /s/ Juan Jose Legarda
                                        -----------------------

AGREED TO:

Hythiam Inc.


By: /s/ Terren S. Peizer
    --------------------------------



                               SECOND AMENDMENT TO
                    TECHNOLOGY PURCHASE AND ROYALTY AGREEMENT

            THIS AGREEMENT made as of the 25th day of September, 2003 by and
between HYTHIAM, INC., a New York corporation ("Buyer"), having its principal
place of business at 11111 Santa Monica Boulevard, Suite 550, Los Angeles,
California 90025, and CITA S.L., a Spanish corporation ("Seller"), having its
principal place of business at Avda Fuentelarreina 8, Madrid 28035 Spain.

                              W I T N E S S E T H :

            WHEREAS, Buyer and Seller have entered into the Purchase Agreement
(defined below), which is incorporated herein by reference; and

            WHEREAS, the parties wish to amend certain provisions of the
Purchase Agreement upon the terms and subject to the conditions set forth
herein;

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

            1. Definitions. Terms defined in this Paragraph or parenthetically
defined elsewhere in this Amendment shall have the meanings here or there
provided. Capitalized terms used in this Amendment which are not defined herein
have the meanings ascribed to them in the Purchase Agreement. Defined terms may
be used in the singular or plural, as the context requires.

                  a. "Amendment" means this Second Amendment to the Purchase
Agreement.

                  b. "Market Value" means the average, over the preceding 30
consecutive calendar days, of the closing prices of sales of Shares on any
domestic exchange on which they are listed, or, if there have been no sales on
any day, the average of the highest bid and lowest asked prices at the end of
the day, or, if the Shares are not listed on a domestic exchange, the average of
the highest bid and lowest asked prices in the domestic over-the-counter market
as reported by the OTC Bulletin Board.

                  c. "Merger" means the merger between Buyer and the
wholly-owned subsidiary of a public shell company, as described in Buyer's
Private Placement Memorandum dated August 8, 2003, as amended, which is
incorporated herein by reference.

                  d. "Purchase Agreement" means the Technology Purchase and
Royalty Agreement, dated as of March 12, 2003, by and between Buyer and Seller,
as the same may be amended from time to time.

                  e. "Shares" means shares of common stock of Buyer, or a
corporation for whose shares they are exchanged.



                  f. "Triggering Event" means that both of the following shall
have occurred:

                        i. The aggregate Market Value of all Shares granted to
      Seller pursuant to the Purchase Agreement and this Amendment and any
      shares and options issued to Dr. Juan Jose Legarda Ibanez individually
      (the total of which shall be at least 1,400,000 million shares; and
      assuming, for purposes of the calculation, the full conversion of all
      options, including the options granted pursuant to this Amendment) is not
      at least US $10 million at some time within 18 months following the
      Merger; and

                        ii. Buyer has not developed a European expansion plan
      and does not have at least the first facility in Europe performing
      Processes in the Field (as defined in Section 2.5 of the Purchase
      Agreement) within 18 months following the Merger.

            2. Amendment of Territory. Effective as of the date hereof, the
definition of "Territory" in Section 1.1 of the Purchase Agreement is amended to
read in its entirety as follows:

                  "1.11 TERRITORY. The term `Territory' means worldwide, except
for the country of Spain which shall be excluded from the Territory."

            3. Additional Options. In addition to the Shares and options to
purchase Shares which will be granted to Seller pursuant to the Purchase
Agreement, Seller will be granted options to purchase an additional 160,000
Shares at US $2.50 per Share, exercisable at any time within five years from the
date of the Merger, subject to the same conditions described in Section 2.1.2(b)
of the Purchase Agreement.

            4. Contingent Payment. If there is a Triggering Event, upon written
notice by Seller within 30 days thereafter, Buyer shall, at its option, either
(a) pay to Seller an additional US $3 million or (b) issue to Seller the higher
of 750,000 additional Shares or that number of additional Shares that have a
total Market Value of US $3 million as of the date of the Triggering Event.

            5. Amendment of Royalty. Effective as of the date hereof, Section
2.1.3(a) of the Purchase Agreement is amended to read in its entirety as
follows:

            "(a) BUYER shall pay SELLER Continuing Royalties of Six Percent (6%)
of the first US $10 million gross sales of alcohol and cocaine detoxification
Process (defined below) BUYER (or any licensee) performs using the Intellectual
Property in Europe, and Three Percent (3%) thereafter for so long as BUYER (or
any licensee) uses the Intellectual Property. BUYER shall pay SELLER Continuing
Royalties of Three Percent (3%) of gross sales of alcohol and cocaine
detoxification Process BUYER (or any licensee) performs using the Intellectual
Property elsewhere in the Territory for so long as BUYER (or any licensee) uses
the Intellectual Property."

            6. European Operations. Dr. Legarda will, at his option, oversee
Buyer's European operations on terms and conditions mutually agreed between Dr.
Legarda and Buyer's Board of Directors.

                                       2


            7. Miscellaneous Provisions.

                  a. All article headings and subheadings in this Amendment are
for convenience of reference only and are not intended to qualify the meaning of
any paragraph or subparagraph hereof.

                  b. Except as specifically amended or supplemented in this
Amendment, the provisions of the Purchase Agreement remain in full force and
effect and are in all respects ratified and confirmed. In the event of an
ambiguity or conflict between the terms of the Purchase Agreement and this
Amendment, this Amendment shall control.

                  c. This Amendment may be executed in counterparts, which
together shall constitute one and the same instrument. Facsimile signatures
shall be binding as originals.

                  d. This Amendment and the other agreements to which it refers
constitute the complete agreement between the parties with respect to the
subject matter and may not be changed, modified, amended or terminated orally,
but only by a writing signed by the parties hereto.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their officers thereunto duly authorized.


                                    CITA S.L.


                                    By:  /s/ Juan Jose Legarda
                                        -------------------------------------
                                          Dr. Juan Jose Legarda Ibanez
                                          Title:


                                    HYTHIAM, INC.


                                    By: /s/ Terren S. Peizer
                                        -------------------------------------
                                          Terren S. Peizer
                                          Title:


                                       3


                               FIRST AMENDMENT TO

                    TECHNOLOGY PURCHASE AND ROYALTY AGREEMENT

      THIS AGREEMENT made as of the 16th day of September, 2003 by and between
HYTHIAM, INC., a New York corporation ("Buyer"), having its principal place of
business at 11111 Santa Monica Boulevard, Suite 550, Los Angeles, California
90025, and CITA S.L., a Spanish corporation ("Seller"), having its principal
place of business at Avda Fuentelarreina 8, Madrid 28035 Spain.

                              W I T N E S S E T H :

      WHEREAS, Buyer and Seller have entered into the Purchase Agreement
(defined below); and

      WHEREAS, the parties wish to amend certain provisions of the Purchase
Agreement upon the terms and subject to the conditions set forth herein;

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

      1. Definitions. Terms defined in this Paragraph or parenthetically defined
elsewhere in this Amendment shall have the meanings here or there provided.
Capitalized terms used in this Amendment which are not defined herein have the
meanings ascribed to them in the Purchase Agreement. Defined terms may be used
in the singular or plural, as the context requires.

            a. "Amendment" means this Amendment to the Purchase Agreement.

            b. "Market Value" means the average, over the preceding 5
consecutive trading days, of the closing prices of sales of Shares on any
domestic exchange on which they are listed, or, if there have been no sales on
any day, the average of the highest bid and lowest asked prices at the end of
the day, or, if the Shares are not listed on a domestic exchange, the average of
the highest bid and lowest asked prices in the domestic over-the-counter market
as reported by the OTC Bulletin Board.

            c. "Merger" means the closing and effectiveness of a reverse
triangular merger between Buyer and the wholly-owned subsidiary of a public
shell company whose shares are traded on the OTC Bulletin Board.

            d. "Purchase Agreement" means the Technology Purchase and Royalty
Agreement, dated as of March 12, 2003, by and between Buyer and Seller, as the
same may be amended from time to time.

            e. "Shares" means shares of common stock of Buyer, or a public
corporation for whose shares they are exchanged.

            f. "Triggering Event" means that both of the following shall have
occurred:

                  i. On the first anniversary of the Merger, the aggregate
Market Value of all Shares granted to Seller pursuant to the Purchase Agreement
and this Amendment and any shares and options issued to Dr. Juan Jose Legarda
Ibanez individually (the total of which shall be at least 1,400,000 million
shares; and assuming, for purposes of the calculation, the full conversion of
all options, including the options granted pursuant to this Amendment) is not at
least $10 million; and

                  ii. On the date which is 27 months from the date of the
Merger, Buyer does not have at least one facility in Europe performing the
Processes in the Field (as defined in Section 2.5 of the Purchase Agreement).



            2. Amendment of Territory. Effective as of the date hereof, the
definition of "Territory" in Section 1.1 of the Purchase Agreement is amended to
read in its entirety as follows:

                  "1.11 TERRITORY. The term `Territory' means worldwide, except
for the country of Spain which shall be excluded from the Territory."

            3. Additional Options. In addition to the Shares and options to
purchase Shares which will be granted to Seller pursuant to the Purchase
Agreement, Seller will be granted options to purchase an additional 160,000
Shares at $2.50 per Share, exercisable at any time after 27 months and within 5
years from the date of the Merger, subject to the same conditions described in
Section 2.1.2(b) of the Purchase Agreement. The options will become exercisable
immediately if Seller waives its right to the contingent payment provided for in
Section 4 below.

            4. Contingent Payment. In the event of a Triggering Event, upon
written notice by Seller within 30 days thereafter, (a) the options granted
pursuant to Section 3 above shall be cancelled and of no further force or
effect, and (b) Buyer shall, at its option, either (i) pay to Seller an
additional $3 million or (ii) issue to Seller the higher of 750,000 additional
Shares or that number of additional Shares that have a total Market Value of $3
million as of the date of the Triggering Event. To the extent, if any, that
Seller is unable to sell any such Shares due to the volume restrictions of Rule
144 promulgated under the Securities Act of 1933, as amended, and the Market
Value of the Shares he is so unable to sell declines within 6 months of
issuance, the Company will issue that number of additional Shares with a total
Market Value equal to the difference between the Market Value of such Shares on
the issue date and the Market Value 6 months thereafter.

            5. Miscellaneous Provisions.

                  a. All article headings and subheadings in this Amendment are
for convenience of reference only and are not intended to qualify the meaning of
any paragraph or subparagraph hereof.

                  b. Except as specifically amended or supplemented in this
Amendment, the provisions of the Purchase Agreement remain in full force and
effect and are in all respects ratified and confirmed. In the event of an
ambiguity or conflict between the terms of the Purchase Agreement and this
Amendment, this Amendment shall control.

                  c. This Amendment may be executed in counterparts, which
together shall constitute one and the same instrument. Facsimile signatures
shall be binding as originals.

                  d. This Amendment and the other agreements to which it refers
constitute the complete agreement between the parties with respect to the
subject matter and may not be changed, modified, amended or terminated orally,
but only by a writing signed by the parties hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their officers thereunto duly authorized.

                                        CITA S.L.


                                        By: /s/ Juan Jose Legarda
                                           -------------------------------------
                                            Dr. Juan Jose
                                            Legarda Ibanez
                                            Title:

                                  HYTHIAM, INC.


                                        By: /s/ Terren S. Peizer
                                           -------------------------------------
                                           Terren S. Peizer
                                           Title:



                                                                  EXECUTION COPY
                                                                  --------------

                    TECHNOLOGY PURCHASE AND ROYALTY AGREEMENT

      This Technology Purchase and Royalty Agreement (the "Agreement") is
entered into as of the 12th day of March, 2003, by and between HYTHIAM, INC., a
Delaware corporation ("BUYER"), having its principal place of business at 11111
Santa Monica Boulevard, Suite 650, Los Angeles, California 90025, and CITA S.L.,
a Spanish corporation ("SELLER"), having its principal place of business at
Roncesvalles 2, Madrid 28007 Spain.

                                    RECITALS

      WHEREAS, SELLER is the rightful owner of certain technology, patents
pending, know-how and related intellectual property with respect to an alcohol
and cocaine detoxification and neuron adaptation process which is more
specifically described on Schedule A and attached hereto (the "Intellectual
Property");

      WHEREAS, BUYER desires to acquire, on an exclusive basis, all of SELLER's
right, title and interest to use, sell the products and services embodied in,
and license (collectively, "Exploit") the Intellectual Property in the Field
within the Territory on the terms and conditions set forth in this Agreement;

      WHEREAS, SELLER is willing to sell, exclusively to BUYER, SELLER's right,
title and interest to Exploit the Intellectual Property in the Field within the
Territory on the terms and conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
agreements below, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1: DEFINITIONS

      1.1 BUYER'S AGENTS. The term "BUYER's Agents" means all of BUYER's
officers, directors, shareholders, partners, employees, independent contractors
and other agents.

      1.2 FIELD. The term "Field" has the meaning stated in Section 2.5.

      1.3 HEALTH CARE PROVIDER. The term "Health Care Provider" means each
psychiatrist, psychologist, physician, nurse, or other health care professional
that is engaged by BUYER to utilize the Intellectual Property, including
pre-treatment testing, detoxification, and post-treatment follow-up.

      1.4 HEALTH CARE PROVIDER OFFICE. The term "Health Care Provider Office"
means the Office of a Health Care Provider.

                                      -1-


      1.5 INTELLECTUAL PROPERTY. The term "Intellectual Property" has the
meaning stated in the first paragraph of the Recitals.

      1.6 MARKETING MATERIAL. The term "Marketing Material" has the meaning
stated in Section 7.2.1.

      1.7 MEDICAL CENTER. The term "Medical Center" has the meaning stated in
Section 2.6.

      1.8 PAYMENT DATE. The term "Payment Date" means the date that is ten (10)
days after the close of each Payment Period (e.g., February 10, with regard to
the month of January).

      1.9 PAYMENT PERIOD. The term "Payment Period" means each calendar month.

      1.10 SELLER'S AGENTS. The term "SELLER's Agents" means all of SELLER's
officers, directors, shareholders, partners, employees, independent contractors
and other agents.

      1.11 TERRITORY. The term "Territory" means the United States of America,
Canada and Mexico.

SECTION 2: ACQUISITION OF THE INTELLECTUAL PROPERTY

      2.1 TRANSFER OF PROPERTY

            2.1.1 ACQUISITION.

                  (a) Subject to the terms and conditions hereof, on the Closing
Date, SELLER shall sell, transfer, assign and convey (the "Transfer")
exclusively to BUYER, and BUYER shall purchase from SELLER, free and clear of
all liens, claims and encumbrances (except as set forth on Schedule B), all of
SELLER's right, title and interest to Exploit the Intellectual Property in the
Field within the Territory in consideration for the performance by BUYER of its
obligations under this Agreement.

                  (b) SELLER expressly reserves all rights in and to the
Intellectual Property for all uses (the "Retained Uses") outside of the Field in
the Territory and for uses in the Field in all jurisdictions (the "Retained
Territory") outside of the Territory, including, without limitation, the right
to utilize the Intellectual Property in the Retained Territory for any purpose
and to license or Transfer the Intellectual Property to third parties for use in
the Retained Territory for any purpose (subject to Section 14.24) and for use in
the Retained Uses in the Territory.

            2.1.2 EQUITY CONSIDERATION.

                  (a) As partial consideration for the sale of the Intellectual
Property, BUYER will issue to SELLER shares of its common stock (the "Shares")
following consummation of the first equity financing (the "First Equity
Financing") of BUYER which raises gross proceeds of at least $5,000,000. The
number of shares that will be issued will represent five percent (5%) of BUYER's

                                      -2-


outstanding capital stock after the consummation of the First Equity Financing,
assuming that (i) any shares of convertible preferred stock or warrants have
been converted into or exercised for, as applicable, common stock at the
then-applicable conversion or exercise rate and (ii) only $5,000,000 of shares
were issued at the sale price in the First Equity Financing (regardless of the
number of shares actually issued). Notwithstanding the foregoing, SELLER's
percentage ownership interest in the shares of common stock of BUYER shall not
be reduced to less than 4.5% (on a fully diluted basis after giving effect to
the exercise of all Convertible Securities) upon the completion of the first
$10,000,000 in equity financing that is raised by BUYER

                  (b) As a condition to receiving the shares described in
Section 2.1.2(a), BUYER will have to (x) deliver to SELLER an appropriate
investor representation letter to establish that BUYER may issue the shares to
SELLER in compliance with applicable federal and state securities laws and a
properly completed Form W-8BEN and (y) at BUYER's option, either (i) become a
party to any stockholder, investor rights or similar agreement ("Investor
Agreement(s)") entered into in connection with the First Equity Financing;
provided that such Investor Agreement(s) is in a form reasonably satisfactory to
SELLER and pursuant to which SELLER shall be subject to the same rights (except
as to board representation and as set forth in the last sentence hereof) and
obligations as BUYER's founding stockholder or (ii) sign an investor agreement
in form reasonably satisfactory to BUYER and SELLER (which may be part of the
investor representation letter) which will, among other things, limit transfer
of the shares, grant BUYER a right of first refusal (subject to customary
exceptions), and provide for a lock-up of up to 180 days in connection with a
public offering by BUYER; provided, that SELLER shall not be under any greater
restriction under the lock-up than BUYER's founding stockholders. The Investor
Agreement(s) or investor representation letter will grant SELLER unlimited
piggyback registration rights with respect to the shares of common stock
(including the shares issuable upon exercise of any options) of BUYER owned by
SELLER, subject to customary terms, conditions and restrictions. The Investor
Agreement shall also grant SELLER the right to put its shares of common stock
(including the shares issuable upon exercise of the options) to BUYER at a
purchase price equal to their fair market value if BUYER shall not have
completed an initial public offering or a Reverse Merger within three years
following the Closing Date

                  (c) For the gross proceeds, if any, between $5,000,000 and
$10,000,000 raised in the First Equity Financing, BUYER will also issue to
SELLER stock options up to an additional two percent (2%) of BUYER's common
stock, assuming that any shares of convertible preferred stock or warrants have
been converted into or exercised for, as applicable, common stock at the
then-applicable conversion or exercise rate Such stock options will be granted
on a pro rata basis depending on the exact amount of such proceeds raised (e.g.,
if $7,500,000 of gross proceeds are raised in the First Equity Financing, BUYER
will issue to SELLER stock options to purchase one percent (1%) of BUYER's
common stock). The stock option grant will be made subject to the same
conditions described above for the stock grant and will be made pursuant to
BUYER's standard form of stock option agreement satisfactory to BUYER, will have
an exercise price equal to the per share price in the First Equity Financing,
and will have such vesting and other provisions that are no less favorable than
the options granted to BUYER's senior officers.

                                      -3-


                  (d) SELLER understands that BUYER may raise some or all of the
First Equity Financing through a reverse merger (a "Reverse Merger") with an
existing public company ("Merger Partner"). In the event BUYER consummates a
Reverse Merger, (i) the net working capital (determined in accordance with
generally accepted accounting principles) of the Merger Partner as of the
closing of the Reverse Merger, net of long-term debt in excess of $1,000,000 and
(ii) cash obtained upon the sale of any marketable securities held by a Merger
Partner shall be treated as proceeds of an equity financing (such that if Merger
Partner had $4,000,000 of net working capital and no long-term liabilities and
Buyer raised $3,000,000 in a separate equity financing, then, as of the
consummation of the Reverse Merger, BUYER shall be deemed to have engaged in a
First Equity Financing which raised $7,000,000) and (ii) SELLER will receive
common stock of the Merger Partner and options to purchase common stock of the
Merger Partner on a basis otherwise consistent with the terms set forth in the
other clauses of this Section 2.1.2.

            2.1.3 CONTINUING ROYALTIES.

                  (a) BUYER shall pay SELLER Continuing Royalties of Three
Percent (3%) of gross sales of alcohol or cocaine detoxification Process
(defined below) BUYER (or any licensee) performs using the Intellectual Property
for so long as BUYER (or any licensee) uses the Intellectual Property.

                  (b) Continuing Royalties shall be paid by BUYER to SELLER on
all collected funds for each Payment Period no later than the Payment Date.

                  (c) BUYER shall tender payments of the Continuing Royalties
due on each Payment Date by wire transfer to such account or accounts as SELLER
may designate in advance.

                  (d) BUYER shall pay the Continuing Royalties in US Dollars.

                  (e) BUYER's obligation to pay Continuing Royalties to SELLER
shall terminate after the public disclosure (other than as a result of a breach
by BUYER of Section 8.1) of all Intellectual Property knowhow and the expiration
of the last to expire of all Intellectual Property patents that are enforceable
within the Territory.

                  (f) In the event that Buyer shall make any improvements to the
Intellectual Property, BUYER shall continue to be obligated to pay Continuing
Royalties of Three Percent (3%) to SELLER of gross sales of alcohol or cocaine
detoxification Processes BUYER (or any licensee) performs using the Intellectual
Property and any improvements thereto.

      2.2 CLOSING.

                  (a) The closing (the "Closing") of the transactions
contemplated by this Agreement will take place at the offices of Irell & Manella
LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, CA 90067, on the date
(the "Closing Date") on which this Agreement is executed by the parties hereto
or at such later date and/or other place as the parties shall mutually agree
upon.

                                      -4-


                  (b) At the Closing, SELLER shall deliver to BUYER a duly
executed general bill of sale and assignment of the Intellectual Property and
any other documents of transfer requested by BUYER necessary to convey all of
SELLER's right, title and interest in and to the Intellectual Property to BUYER,
in recordable form, if required.

                  (c) At the Closing, BUYER shall deliver to SELLER a duly
executed security agreement, substantially in the form of Exhibit 1 hereto,
granting SELLER a first priority security interest in the Intellectual Property
to secure SELLER's reversion rights pursuant to Section 2.6 and Section 2.7.

      2.3 FURTHER ASSURANCES. At any time and from time to time after the
Closing Date and after the delivery of all of the initial documents and
necessary information that comprise the Intellectual Property at BUYER's request
and approved expense, and subject to the terms of this Agreement, SELLER
promptly shall execute and deliver, and shall cause its affiliates and employees
to execute and deliver, such instruments of sale, transfer, conveyance,
assignment and confirmation, and take such other action, as BUYER may reasonably
request to more effectively transfer, convey and assign to BUYER, and to confirm
BUYER's title to, all of the Intellectual Property, including providing to BUYER
an executed assignment to BUYER, recordable in the appropriate regional or
national patent office, for each patent and patent application within the
Intellectual Property and specifically claiming the Field, to assist BUYER in
exercising all rights with respect thereto and to carry out the purpose and
intent of this Agreement.

      2.4 RESTRICTION ON TRANSFER OF THE INTELLECTUAL PROPERTY.

            2.4.1 BUYER may not Transfer the Intellectual Property or any right
or obligation under this Agreement, except as permitted by this Section 2.4. Any
attempted Transfer, except as permitted by this Section 2.4 is void.

            2.4.2 BUYER may not Transfer the Intellectual Property separate from
all of its rights and obligations under this Agreement. In addition, BUYER may
not Transfer any of its rights or obligations under this Agreement separate from
the Intellectual Property.

            2.4.3 BUYER may Transfer the Intellectual Property, together with
all of its rights and obligations under this Agreement, to another person or
entity reasonably satisfactory to SELLER; provided that SELLER's consent shall
not be required in connection with such a Transfer (i) in whole or in part to a
direct or indirect subsidiary of BUYER or (ii) in connection with a merger
(including a Reverse Merger), consolidation, sale of substantially all assets or
other similar corporate transaction by or involving BUYER. In connection with
any proposed Transfer,

                  (a) The proposed transferee must assume in writing all of
BUYER's obligations under this Agreement, including any of BUYER's obligations
which arose prior to the effective date of Transfer.

                  (b) The proposed transferee's assumption of BUYER's
obligations under this Agreement will NOT relieve BUYER of any liability which
BUYER has to SELLER under this Agreement for the failure of BUYER or the
proposed transferee to perform all of BUYER's obligations under this Agreement,
unless, at BUYER's request, SELLER approves of transferee, which approval shall

                                      -5-


not be unreasonably withheld, and all of BUYER's obligations and liabilities are
then transferred to transferee.

            2.4.4 BUYER will use its commercially reasonable efforts to provide
in any license that BUYER may grant to any third party for use of the
Intellectual Property that (i) licensee shall pay directly to SELLER directly
the Continuing Royalties (the "Equivalent Royalties") that BUYER would be
obligated to pay to SELLER pursuant to Section 2.1.3 on account of any Processes
performed by licensee using the Intellectual Property and (ii) SELLER shall have
the right to enforce such obligation directly against licensee as a third party
beneficiary. Any such Continuing Royalties paid to SELLER by any such licensee
shall be credited against BUYER's royalty payment obligations to SELLER. The
failure to include a "direct payment" obligation in any license granted by BUYER
to any third party shall not release BUYER from its obligation to pay to SELLER
the Equivalent Royalties.

            2.4.5 Nothing in this Section 2.4 is meant, or shall be construed,
to limit BUYER's right to Exploit the Intellectual Property as described in
Section 2.1.1 hereof.

      2.5 REQUIREMENTS FOR USE OF INTELLECTUAL PROPERTY. The Intellectual
Property may only be used to perform detoxification processes (the "Processes")
on persons for alcohol and/or cocaine addiction (the "Field"). Without limiting
the generality of the foregoing sentence, BUYER shall not directly or indirectly
use the Intellectual Property to treat any physical or psychological condition
other than alcohol addiction and/or cocaine addiction. BUYER must have
reasonable grounds to believe that any person on whom a Process is performed is
a resident of the Territory. Subject to the last sentence of this paragraph, the
Processes may only be performed in a licensed medical facility (the "Medical
Center") within the Territory, by one or more Healthcare Providers. A Healthcare
Provider may perform evaluation and diagnosis and follow-up care using the
Intellectual Property in a Healthcare Provider Officer, provided that the
Process is performed in a Hospital.

      2.6 DILIGENCE.

            2.6.1 Until the earlier of (i) the fifth anniversary of the date of
this Agreement or (ii) the date when BUYER has paid to SELLER royalties and, if
applicable Additional Payments (as defined below) pursuant to this Agreement of
at least $1,000,000 (the "Reversion Term"), BUYER agrees that, unless otherwise
agreed to by SELLER, BUYER will allocate during each fiscal year at least fifty
percent (50%) (the "Requisite Percentage") of the funds it expends on sales,
marketing, research and development (the "Exploitation Activities") on
Exploitation Activities relating to use of the Intellectual Property, including
any changes or improvements to the Intellectual Property (the "Technology
Package"), in the Field.

            2.6.2 Within sixty (60) days after the beginning of each fiscal year
of BUYER, BUYER shall deliver to SELLER a copy of the budget that has been
approved by the Board of Directors of BUYER for such fiscal year, which shall
describe in general terms BUYER's proposed allocation of funds for Exploitation
Activities for such fiscal year for (i) the Technology Package, and (ii) any
other products or technology.

                                      -6-


            2.6.3 Within sixty (60) days after the end of each fiscal year,
BUYER shall deliver to SELLER a statement that will indicate (i) BUYER's total
expenditures in such fiscal year on (a) Exploitation Activities relating to the
Technology Package and (b) all of its Exploitation Activities, and (ii) the
actual percentage (the "Actual Percentage") of BUYER's expenditures on
Exploitation Activities that were spent on Exploitation Activities relating to
the Technology Package.

            2.6.4 If such statement does not indicate that SELLER has expended
at least the Requisite Percentage on Exploitation Activities relating to the
Technology Package, then SELLER may, by written notice (the "Reversion Notice")
to BUYER given within fifteen (15) days of its receipt of such statement, elect
to have the rights to the Intellectual Property revert from BUYER to SELLER.
Such reversion, if so elected by SELLER, shall take effect (30) days after the
date of the Reversion Notice, unless, prior to the end of such 30-day period,
BUYER either (i) agrees by written notice to SELLER to increase the Requisite
Percentage for the current fiscal year and the remainder of the Reversion Term
(provided that BUYER may agree to increase the Requisite Percentage not more
than twice) or (ii) pays to SELLER an amount in cash (an "Additional Payment")
equal to the product of (x) $20,000 multiplied by (y) the difference between the
Requisite Percentage and the Actual Percentage (e.g., if the Actual Percentage
was 45%, then the payment due from BUYER to SELLER to prevent reversion would be
$100,000 ($20,000 times (50-45)); provided, however, that if the sum of the
royalties and Additional Payments (including a prospective Additional Payment)
made pursuant to this Agreement would exceed $1,000,000, then the amount of the
last prospective Additional Payment shall be reduced so that such sum will not
exceed $1,000,000.

            2.6.5 BUYER may also terminate SELLER's reversion rights pursuant to
this Section 2.6 at any time by making a payment to SELLER which, when added to
the royalties and Additional Payments, if any, previously paid pursuant to this
Agreement, would aggregate $1,000,000.

      2.7 FUND RAISING ACTIVITIES. If BUYER does not raise at least $5,000,000
by the first anniversary of the Closing Date (the "Funding Condition"), whether
in the form of equity, debt or revenue from operations, or any combination
thereof (including (i) net working capital (determined in accordance with
generally accepted accounting principles) of a Merger Partner as of the closing
of the Reverse Merger, net of long-term debt in excess of $1,000,000 and (ii)
cash obtained upon the sale of any marketable securities held by a Merger
Partner), then SELLER may terminate this Agreement and the rights to the
Intellectual Property shall revert to SELLER upon written notice delivered by
SELLER to BUYER within thirty days after BUYER notifies SELLER in writing that
the Funding Condition has not been satisfied; provided, however, that any such
termination will not affect the rights of any licensee or transferee of BUYER
pursuant to any license or transfer entered into by Buyer prior to such
termination; and provided further that all of BUYER's rights pursuant to any
such license shall be assigned to SELLER.

      2.8 OBLIGATIONS IN CONNECTION WITH REVERSION. In connection with the
reversion of the Intellectual Property to SELLER pursuant to Section 2.6, BUYER
promptly shall execute and deliver, and shall cause its affiliates and employees
to execute and deliver, such instruments of sale, transfer, conveyance,
assignment and confirmation, and take such other action, at SELLER's expense, as

                                      -7-


SELLER may reasonably request to more effectively transfer, convey and assign to
SELLER, and to confirm SELLER's title to, all of the Intellectual Property,
including providing to SELLER an executed assignment to SELLER, recordable in
the appropriate regional or national patent office, for each patent and patent
application within the Intellectual Property and specifically claiming the
Field.

SECTION 3: QUALITY STANDARDS AND CONTROLS

      3.1 QUALITY STANDARDS TO BE ESTABLISHED BY BUYER. BUYER shall establish
and maintain standards for the quality of BUYER's treatment of patients seeking
medical care using the Intellectual Property. BUYER's standards at a minimum
shall satisfy the standards imposed by law and the standards in BUYER's
community for this type of medical care.

      3.2 LABORATORY STANDARD. BUYER shall require all patients to undergo a
battery of clinical laboratory tests appropriate for the type of treatment that
the Intellectual Property involves. SELLER may from time to time, provide
protocols for such clinical tests.

SECTION 4: MALPRACTICE INSURANCE

      4.1 REQUIREMENT OF MALPRACTICE INSURANCE.

                  (a) At BUYER's sole cost and expense, BUYER shall obtain and
maintain malpractice insurance, covering all medical care provided by BUYER and
the Health Care Providers pursuant to this Agreement. The malpractice insurance
must be issued by a company and on terms acceptable to BUYER and SELLER. The
insurance required under this Section may be procured by the Health Care
Provider, and name SELLER as an additional insured.

                  (b) SELLER shall be a named insured on all policies. BUYER
shall use its best efforts to obtain policies that require a 30-day notification
to SELLER prior to termination, and a subrogation waiver regarding SELLER. If
reasonably possible, BUYER shall give SELLER thirty (30) days' prior written
notice if coverage is canceled, modified or terminated. If not reasonably
possible, BUYER shall give SELLER the maximum number of days less than thirty
(30), prior written notice possible.

      4.2 COVERAGE LIMITS. The malpractice insurance will have coverage limits
of at least One Million Dollars (US $ 1,000,000) per occurrence and at least
Three Million Dollars (US $3,000,000) per annual aggregate for each Medical
Center.

      4.3 TYPE OF INSURANCE. The insurance may be "occurrence" type or "claims
made" type. If BUYER obtains claims made insurance, BUYER will obtain an
extended reporting endorsement (a "tail") when required under the policy, to
continue insurance coverage for services provided under this Agreement for a
period no less than five (5) years following the termination of this Agreement.

                                      -8-


SECTION 5: FINANCIAL CONTROLS

      5.1 AUDIT RIGHTS.

                  (a) SELLER may (either directly or through SELLER's Agents)
inspect BUYER's books and records on such occasions as SELLER may determine, for
purposes of determining whether BUYER has complied with its general financial
obligations under this Agreement, and with its specific duty to pay the
Continuing Royalties. SELLER will give BUYER at least five (5) business days
notice prior to any inspection. SELLER (either directly or through SELLER's
Agents) will conduct its inspection during normal business hours. Unless an
underpayment of five percent (5%) or more has occurred in any twelve (12) month
period, BUYER will be limited to four (4) inspections per that twelve (12) month
period. If an underpayment of five percent (5%) or more has occurred, SELLER may
inspect once per Payment Period.

                  (b) SELLER may copy part or all of the said books and records
as it may determine appropriate for purposes of this Agreement, and SELLER may
retain these copies. SELLER may not use these copies or their contents for any
other purpose. SELLER and SELLER's Agents shall not divulge any financial
information or materials gathered from BUYER or BUYER's Agents without the
consent of BUYER, except required by law, including to SELLER's Agents.

      5.2 TAX RETURNS. SELLER shall have the right to receive from BUYER, within
two weeks after requested from BUYER, a full copy of BUYER's, income tax returns
filed with the applicable federal, state and local governmental authorities, for
the year preceding the Closing.

SECTION 6: RECORD KEEPING. OBLIGATIONS

      6.1 FINANCIAL RECORDS.

                  (a) BUYER at BUYER's expense shall maintain such financial
records as may be necessary or appropriate to evidence the amounts due SELLER
under this Agreement. To this end, BUYER shall establish and/or maintain an
appropriate financial system for its books and records, to ensure that the
relevant data is gathered and maintained completely and accurately.

                  (b) BUYER shall preserve and safeguard its financial records
for no less that five (5) years following the period which the records concern.

      6.2 RECORDS TO ACCOMPANY CONTINUING ROYALTIES. At the time BUYER pays the
Continuing Royalties, it shall provide SELLER with a list of the patients
treated identified by patient number only during the preceding month, a list of
fees collected, and a detailed calculation as to the amount being paid. SELLER
shall use this information solely for the purpose of determining royalties owed
by BUYER to SELLER and shall treat the information, other than that concerning
the amount being paid to SELLER, as BUYER's trade secrets.

                                      -9-


      6.3 MEDICAL RECORDS. BUYER at BUYER's expense shall develop a system of
medical records and shall maintain medical records for each patient seen in
connection with providing treatment using the Intellectual Property. The system
of medical records and the maintenance shall accomplish all of the following
purposes:

            6.3.1 Comply with all legal requirements for medical records in
Territory

            6.3.2 Satisfy at least the minimum standard in the medical community
for medical records; and

            6.3.3 Allow thorough evaluation of the quality of medical care
provided patients who seek treatment from BUYER using the Intellectual Property;
and

            6.3.4 BUYER, shall preserve and safeguard its medical records for no
less than five (5) years following the treatment of the applicable patient.
Treatment includes any counseling or psychological assistance, and any
"follow-up" conducted by SELLER.

            6.3.5 With the exception of patient records, SELLER shall have the
right to review, inspect and copy any record referred to in this Agreement.
BUYER shall procure appropriate patient releases.

SECTION 7: PROMOTIONAL MATERIAL.

      7.1 MARKETING OF THE INTELLECTUAL PROPERTY. BUYER's rights to the
Intellectual Property are limited to the Territory. BUYER may use means of
marketing which in the normal course can be expected to reach persons when they
are physically in the Territory, but it may not use means of marketing which in
the normal course can be expected to reach or does reach more than a de minimis
number of persons outside of the Territory.

      7.2 PROMOTIONAL MATERIALS.

            7.2.1 BUYER will develop such promotional and other marketing
material (collectively, "Marketing Material") as it deems necessary or
appropriate, but in no event less than is necessary for BUYER to fulfill its
obligations under this Agreement.

            7.2.2 The Marketing Materials shall accurately characterize the
Intellectual Property, its scope or the expected results.

SECTION 8: CONFIDENTIAL INFORMATION

      8.1 CONFIDENTIAL INFORMATION.

                  (a) The parties acknowledge and agree that following the
Closing each party will have an ownership interest in the Intellectual Property
with such rights thereto as are set forth in this Agreement.

                  (b) For so long as this Agreement remains in effect and for a
period of five (5) years following the termination hereof, each party shall
maintain in confidence the Intellectual Property and such other confidential

                                      -10-


information of the other party that is disclosed to it (collectively, the
"Confidential Information"), and shall not disclose, use or grant the use of the
Confidential Information, except on a need-to-know basis to such party's
directors, officers, employees, consultants and collaborators, and to other
parties, to the extent such disclosure is reasonably necessary or required in
connection with such party's activities as expressly authorized by this
Agreement. To the extent that disclosure by a party to any person is authorized
by this Agreement, prior to disclosure, a party shall obtain written agreement
of such Person to hold in confidence and not disclose, use or grant the use of
the Confidential Information of the other party except as expressly permitted
under this Agreement. Each party shall notify the other promptly upon discovery
of any unauthorized use or disclosure of Confidential Information. Upon the
expiration or earlier termination of this Agreement, each party shall return to
the other party all tangible items regarding the Confidential Information of the
other party and all copies thereof.

                  (c) Confidential Information shall not include information
that

                        (i) can be shown by the receiving party to have been in
its possession prior to receipt thereof from the disclosing party;

                        (ii) is now or hereafter becomes information in the
public domain through no act or failure to act by the receiving party;

                        (iii) can be shown by the receiving party to have been
subsequently lawfully received by the receiving party on a nonconfidential basis
from a third party having the right to disclose it; or

                        (iv) can be shown by the receiving party to have been
independently developed by the receiving party before the receiving party had
access to the Confidential Information received from the disclosing party.

SECTION 9: GOVERNMENTAL APPROVALS

      9.1 PROCUREMENT. BUYER shall obtain and procure all governmental, state
and professional permits/licenses, and other approvals required under the laws
or regulations of the Territory (and any subdivisions thereof, if any) to
perform, deploy, or carry out their medical responsibilities in the performance
of the Intellectual Property and all related medical services (collectively
"Permits").

      9.2 RESPONSIBILITY. BUYER shall bear sole responsibility (as between the
parties) for knowing at all times which permits, licenses, and other approvals,
if any, must be obtained or procured and for obtaining and procuring the Permits
at BUYER's sole expense.

      9.3 PREREQUISITE. BUYER shall not perform, deploy, or use the Intellectual
Property or commence any treatment of any patients before BUYER has obtained the
Permits, if any are required.

                                      -11-


      9.4 MAINTENANCE. BUYER shall maintain all of the Permits, if any are
required, in full force and effect from a time after the Closing Date that is
reasonable to allow procurement of such Permits until the termination of this
Agreement, without lapse.

      9.5 TERMINATION. If BUYER fails, for any reason, to obtain the Permits, if
any are required, within a reasonable time after the Closing Date and maintain
all of the Permits, if any are required, in full force and effect during the
entire Term of this Agreement, SELLER may terminate this Agreement immediately
upon written notice to BUYER.

SECTION 10: INDEMNIFICATION

      10.1 INDEMNIFICATION OF SELLER. BUYER shall indemnify, hold harmless and
defend SELLER and SELLER's Agents and affiliates from and against any and all
liability, loss, damages, claims, causes of action and expenses associated with
them (including reasonable attorneys' fees) caused or asserted to have been
caused, directly or indirectly by or as a result of any acts or omissions of
BUYER and BUYER's Agents and affiliates in connection with this Agreement, and
with regard to any and all claims relating or arising from this Agreement or the
Intellectual Property.

      10.2 INDEMNIFICATION OF BUYER. SELLER shall indemnify, hold harmless and
defend BUYER and BUYER's Agents and affiliates from and against any and all
liability, loss, damages, claims, causes of action and expenses associated with
them (including reasonable attorney's fees) caused or asserted to have been
caused, directly or indirectly by or as a result of any acts or omissions of
SELLER and SELLER's Agents and affiliates in connection with this Agreement, and
with regard to any and all claims relating or arising from this agreement or the
Intellectual Property; except for any and all obligations and liabilities with
respect to claims for infringement which shall be the sole responsibility of
BUYER.

      10.3 LIMITATION OF LIABILITY. It is understood and agreed that neither
party to this Agreement shall be liable for any negligent or wrongful acts,
either of commission or omission, chargeable to the other, unless such liability
is imposed by law and that this Agreement shall not be construed as seeking to
either enlarge or diminish any obligation or duty owed by one party against the
other or against a third party.

SECTION 11: PATENTS; INFRINGEMENT

      11.1 FILING OF PATENT APPLICATIONS; MAINTENANCE OF PATENTS.

                  (a) BUYER shall identify to SELLER all inventions relating to
the Intellectual Property that arise under the Agreement and of which BUYER is
aware. Except for those falling within Section 11.1(c) below, BUYER shall be
responsible for diligently preparing, filing, prosecuting and maintaining in the
Territory all patent applications and patents having at least one claim that
covers the Intellectual Property within the Field. All expenses relating to the
preparation, filing , prosecution and maintenance of such patent applications
and patents will be paid by BUYER.

                  (b) BUYER shall not be responsible for preparing, filing,
prosecuting or maintaining any patent application or patent that is enforceable
only outside the Territory, or that has no claim that covers the Intellectual

                                      -12-


Property within the Field, unless the BUYER and SELLER otherwise agree in
writing to this obligation for any particular, identified patent application or
patent.

                  (c) In the event that BUYER is not interested in obtaining
patent protection for a particular invention it has identified to the SELLER and
the SELLER is interested in having patent protection obtained for that
invention, SELLER will be responsible for preparing, filing, prosecuting and
maintaining in the Territory any such patent application and patent, including
paying for such activity, and such patent application and patent shall be
excluded from the Intellectual Property and shall belong solely to the SELLER.

      11.2 INFORMATION TO SELLER. BUYER shall inform SELLER of all activities
with respect to prosecution and maintenance of patents in the Territory and
shall provide to SELLER copies of all office actions and other communications
concerning patents within two weeks after receipt thereof. BUYER shall provide
copies of proposed amendments, responses and instructions at least three (3)
weeks before contemplated submissions to a patent office, if reasonably
possible, in order to provide SELLER with an opportunity to comment and provide
suggestions with regard thereto if SELLER desires. BUYER shall instruct its
attorneys to give consideration to such comments or suggestions as may be
provided to them by SELLER.

      11.3 THIRD PARTY INFRINGEMENT. If, at any time during the term hereof,
either party shall become aware of any infringement or threatened infringement
of the Intellectual Property in the Territory, the party having the knowledge
thereof shall forthwith give notice to the other party. BUYER or its designee
shall determine within 120 days of notice whether or not to prosecute such
alleged infringement and to assert the Intellectual Property against such
infringer, in which event BUYER or its designee shall bear all costs and
expenses of any actions and enjoy all benefits of damages, proceeds or awards
rendered in any such action. In such event, SELLER shall give BUYER or its
designee all reasonable assistance in consideration for reimbursement of all out
of pocket expenses thereby incurred. SELLER agrees that SELLER will be joined in
such suit if SELLER is determined to be a necessary party. Should BUYER not
determine or determine not to initiate any action against the alleged infringer
within the above 120 days, SELLER shall have the right to assert, at its own
expense, the Intellectual Property and shall be entitled to any and all
recoveries therein. In the event that an action for infringement may only be
asserted in a particular jurisdiction in BUYER's name, then BUYER agrees that it
will bring such an action at SELLER's or its designee's request. SELLER or its
designee shall pay all of the costs and expenses of such action and enjoy all
benefits of damages, proceeds or awards rendered in any such action: SELLER or
its designee shall have the right to control such litigation with counsel
reasonably acceptable to BUYER selected by SELLER or its designee.

      11.4 PATENT FEES. BUYER shall insure that all fees relating to the
Intellectual Property are paid (at BUYER's expense) in due time and that all
such administrative steps are taken as may be necessary to keep any patent
issuing from the Intellectual Property in force until the termination of this
Agreement.

                                      -13-


SECTION 12: REPRESENTATIONS AND WARRANTIES

      12.1 OWNERSHIP. SELLER represents and warrants that (i) it is the sole,
exclusive, true and lawful owner of the Intellectual Property; (ii) it has the
right to Transfer to BUYER good, clear, record and marketable title to the
Intellectual Property as contemplated herein; (iii) except as set forth on
Schedule B hereto, none of the Intellectual Property has been assigned,
transferred or licensed to or from any third party; and (iv) the validity or
enforceability of the Intellectual Property has not been challenged by others in
any proceeding or dispute about which SELLER has received notice, nor is there
any pending or, to the best of SELLER's knowledge, threatened litigation or
proceeding challenging SELLER's right to use any of such Intellectual Property.

      12.2 FILES. SELLER has used its diligent and reasonable efforts to provide
to BUYER all existing files and records pertaining to the Intellectual Property,
including, but not limited to, all office actions, drafts, receipts, drawings,
correspondence, disclosures, models, copies, prototypes, diagnostic reports,
test results, opinions, prior art (including search results, publications and
copies of patents, if any) and analyses (collectively, the "Files"). To the
extent that any Files have not been provided to BUYER as of the Closing Date,
SELLER shall, upon the first to occur of the request of BUYER or discovery that
such Files have not been provided, provide such Files to BUYER, at no charge to
BUYER.

      12.3 AUTHORITY. SELLER and BUYER each represent and warrant that each has
the authority to execute this Agreement and to perform all the functions
necessary to effect the transactions contemplated herein and that this Agreement
has been duly authorized and is a valid and binding obligation of such party.

      12.4 USE OF INTELLECTUAL PROPERTY. SELLER warrants that the Intellectual
Property constitutes all technology and know-how necessary for alcohol and/or
cocaine detoxification processes and that the Intellectual Property will enable
BUYER to provide such processes in accordance with the specifications set forth
on Schedule C.

      12.5 EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO WARRANTIES,
EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE
INTELLECTUAL PROPERTY FURNISHED HEREUNDER OR IN CONNECTION HEREWITH. SELLER
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT
LIMITED TO STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF
INTELLECTUAL PROPERTY WHICH IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED
TO BE A WARRANTY OF SELLER FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF
SELLER FOR ANY PURPOSE.

                                      -14-


SECTION 13: TERMINATION OF RIGHT TO USE THE INTELLECTUAL PROPERTY

      13.1 TERMINATION BY SELLER. Notwithstanding anything to the contrary
contained herein, BUYER shall cease to have the right to use the Intellectual
Property to perform Processes during such periods as any of the following events
shall occur:

            13.1.1 BUYER's failure to comply with the requirements of Section
10.1.

            13.1.2 BUYER shall have committed a breach of a material term of
this Agreement, which shall not be cured within thirty (30) days of written
notice of such breach. Without limiting the generality of the foregoing, the
following provisions shall be deemed to be material provisions of this Agreement
for the purposes of Section 13.1.2: Sections 2.1.2, 2.1.3, 2.4, 2.5, 2.6, 3, 4,
5, 6, 7, 8, 9, 10, 11, 12 and 14.

            13.1.3 If BUYER loses its legal capacity to perform Processes in the
Territory.

            13.1.4 If BUYER becomes bankrupt or insolvent, or has made an
assignment for the benefit of its creditors or has a petition filed against it
under any bankruptcy or similar laws (which petition is not dismissed within 30
days of such filing), or a receiver or liquidator is appointed for all of a
majority of its assets or if it is unable to pay its debts as they become due.

      13.2 INJUNCTIVE RELIEF.

            13.2.1 BUYER acknowledges that if it should commit a material breach
of a material provision of this Agreement, SELLER may suffer irreparable damages
and that SELLER's remedy at law may be inadequate. Therefore, in addition to any
remedy of law otherwise available to SELLER, BUYER agrees that SELLER may be
entitled to a temporary or permanent injunction restraining BUYER from any such
violations and BUYER may be specifically compelled to perform its material
obligations under this Agreement. BUYER hereby consents to the personal
jurisdiction of any state or federal court located in the state of New York for
the purpose of providing such injunctive relief.

            13.2.2 SELLER acknowledges that if it should commit a material
breach of a material provision of this Agreement, BUYER may suffer irreparable
damages and that BUYER's remedy at law may be inadequate. Therefore, in addition
to any remedy of law otherwise available to BUYER, SELLER agrees that BUYER may
be entitled to a temporary or permanent injunction restraining SELLER from any
such violations and SELLER may be specifically compelled to perform its material
obligations under this Agreement. SELLER hereby consents to the personal
jurisdiction of any state or federal court located in the state of New York for
the purpose of providing such injunctive relief.

      13.3 PRIOR OBLIGATIONS. Unless otherwise expressly provided for herein,
termination of BUYER's right to use the Intellectual Property shall be without
prejudice to the right of any party who is not in default hereunder to receive
all payments accrued and unpaid at the effective date of such termination or
expiration, to the remedy of either party in respect to any previous breach of

                                      -15-


any of the covenants herein contained and to any other provisions herein which
expressly or necessarily call for performance after such termination or
expiration.

SECTION 14: GENERAL PROVISIONS

      14.1 AMENDMENT. This Agreement may be amended by the parties. No amendment
will be effective unless in writing, and signed by both parties.

      14.2 ARBITRATION.

            14.2.1 The parties will attempt through good faith negotiation to
resolve their disputes. The term "disputes" includes, without limitation, any
disagreements between the parties concerning the existence, formation,
interpretation and implementation of this Agreement.

            14.2.2 If the parties are unable to resolve their disputes by
negotiation, either party may commence arbitration by sending a written notice
of arbitration to the other party. The notice will state the dispute with
particularity.

            14.2.3 The arbitration will be by the American Arbitration
Association, which will apply its rules except as stated in this Section 14.2.
14.2.4 The fee payable to the arbitrator will be based upon the their current
fee schedule of the American Arbitration Association and will be advanced one
half by each party, upon the written request of the arbitrator(s) or the
American Arbitration Association.

            14.2.5 Except as set forth in this Section 14.2, the arbitrator(s)
will conduct the arbitration according to the rules of the American Arbitration
Association. Arbitration will take place in New York City, unless the parties
hereto otherwise agree. The arbitrator(s) will base the decision on the express
language of this Agreement. Each party may make written submissions to the
arbitrator, and each party will have a reasonable opportunity for rebuttal, but
no longer than ten (10) days. As soon after the appointment of the arbitrator(s)
as is reasonably practicable, the arbitrator(s) will conduct a hearing on the
dispute. As soon as reasonably practicable, but not later than ten (10) days
after the hearing is completed, the arbitrator(s) will arrive at a final
decision, which will be reduced to writing, signed by the arbitrators, and
mailed to each party and its legal counsel.

            14.2.6 All decisions of the arbitrator(s) will be final, and binding
on both parties, and (except as otherwise provided herein) will constitute the
only method of resolving disputes. Judgment may be entered upon the decision in
accordance with applicable law in any court having jurisdiction. Each party
waives the right to challenge the use of arbitration to resolve disputes as
provided for in this Agreement.

            14.2.7 This arbitration section and all decisions of the
arbitrator(s) will be specifically enforceable in a court of law, or in the
arbitral tribunal.

            14.2.8 The parties reserve the right to seek a judicial temporary
restraining order, preliminary injunction, or other similar short term equitable
relief prior to the appointment of the arbitrator. The arbitral tribunal will
have the right to make a final determination of the parties' rights, including
whether to make permanent, modify or dissolve any judicial order.

                                      -16-


            14.2.9 Nothing contained in this Section 14.2 shall preclude the
SELLER or BUYER from enforcing its rights under this Agreement in accordance
with its terms.

      14.3 ATTORNEYS' FEES. If either party institutes litigation or arbitration
to interpret or enforce this Agreement, or to recover damages for breach of this
Agreement, the prevailing party will be entitled to recover costs of suit or
arbitration, and to recover actual attorney fees.

      14.4 CAPTIONS. The titles and captions are included only as a matter of
convenience. They will not affect the interpretation of any provision.

      14.5 CONSENTS AND APPROVALS. A party will not unreasonably withhold a
consent provided for in this Agreement, unless the Agreement specially permits
otherwise. Consents will be effected only by notice.

      14.6 CONSTRUCTION OF AGREEMENT. Both parties and their counsels have
participated fully in the review and revision of this Agreement. Any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party will not apply to the interpretation of this Agreement.

      14.7 COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which will be deemed an original, but taken together will constitute one
instrument.

      14.8 BUSINESS DAYS. If the day for performance of any obligation under
this Agreement is a Saturday, Sunday or legal holiday, then the time for
performance of any obligation under this Agreement will be extended to 5:00 p.m.
on the first day following which is not a Saturday, Sunday or legal holiday.

      14.9 CUMULATION OF REMEDIES. The various rights, options, elections,
powers, and remedies under this Agreement, or granted by law (collectively,
"Remedies"), will be construed as cumulative. No single Remedy is exclusive of
any of the other Remedies.

      14.10 DOLLARS. All the amounts referred to herein are in United States
Dollars.

      14.11 ELECTRONIC FACSIMILE. If a party signs this Agreement and then
transmits an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic facsimile as a
signed original of this Agreement.

      14.12 EXPENSES. Except as may be specifically provided for in this
Agreement, both parties will bear their own expenses incurred in connection with
this Agreement and the transactions contemplated in it including, but not
limited to, legal and accounting fees.

      14.13 FURTHER ASSURANCES. Each party will do such further acts, including
executing and delivering additional agreements or instruments as the other may
reasonably require, to consummate, evidence or confirm the agreements contained
in this Agreement or otherwise carry out the intent and purposes of this
Agreement.

                                      -17-


      14.14 GOVERNING, LAW. This Agreement will be construed and enforced
according to the laws of the State of New York without regard to conflicts of
law principles.

      14.15 INCORPORATION OF RECITALS AND THE EXHIBIT. All Recitals and the
schedules and exhibit referred to in this Agreement are an integral part of this
Agreement. They are incorporated in this Agreement by this reference as though
at this point set forth in full.

      14.16 INTEGRATION. The making, execution and delivery of this Agreement by
the parties has not been induced by any representations, statements, warranties
or agreements other than those expressed in this Agreement. This Agreement
embodies the entire understanding of the parties. There are no other agreements
or understandings, written or oral, in effect between the parties relating to
the subject matter of this Agreement, unless expressly referenced in this
Agreement.

      14.17 NO JOINT VENTURE. Neither party is an agent, partner, or joint
venture with or of the other party.

      14.18 NOTICES.

            14.18.1 WRITTEN NOTICES. All notices, demands or requests
("Notices") which are required or permitted to be given pursuant to this
Agreement will be in writing. Notices will be delivered personally, by
commercial carrier, by fax with a machine generated confirmation sheet or by
registered or certified mail, postage prepaid, addressed to a party as stated
below.

            SELLER's address for notices.

                  CITA, S.L.
                  Roncesvalles 2
                  Madrid 28007 Spain
                  Tel:   34-91-5525704
                  Fax:   34-91-5520530
                  Attn:  Dr. Juan Jose Legarda Ibanez

            With a copy to:

                  Phillips Nizer LLP
                  666 Fifth Avenue
                  New York, NY 10103
                  Tel:   212-977-9700
                  Fax:   212-262-5152
                  Attn:  Brian Brodrick, Esq.

            BUYER's address for notices.

                  Hythiam, Inc.
                  11111 Santa Monica Boulevard, Suite 650
                  Los Angeles, California 90025
                  Tel:   (310) 479-4570
                  Fax:   (310) 479-2959
                  Attn:  Terren S. Peizer

                                      -18-


            With a copy to:

                  Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los
                  Angeles, CA 90067 Tel: 310-277-1010
                  Fax:   310-203-7199
                  Attn:  Carol A. Schneider, Ph.D., J.D.

            14.18.2 EFFECTIVE DATE. Notice given personally or by commercial
carrier is effective upon delivery. Notice given by fax with a machine generated
confirmation sheet is effective upon sending. Notice given by mail of a national
government is effective seven days after the date of mailing.

            14.18.3 CHANGE OF ADDRESS. Either party may change his/its address
for Notices by notice given pursuant to this section.

      14.19 PARTIAL INVALIDITY. If any provision of this Agreement is found to
be invalid or unenforceable by any court or arbitral tribunal, only that
provision will be ineffective, unless its invalidity or non enforceability will
defeat an essential business purpose of this Agreement.

      14.20 SOLE DISCRETION. If any party may make a decision or take action or
refuse to take action under this Agreement in that party's sole discretion, the
party may act based on any reason or no reason, so long as the basis for action
is not an illegal reason.

      14.21 TIME OF THE ESSENCE. Time is of the essence throughout the term of
this Agreement for every provision in which time is an element. No extension of
time for performance of any act will be deemed an extension of time for the
performance of any other acts.

      14.22 WAIVER OF RIGHTS. No waiver of or failure by either party to enforce
a provision, covenant, condition or right under this Agreement (collectively,
"Right") will be construed as a subsequent waiver of the same Right, or a waiver
of any other Right. No extension of time for performance of any obligations or
acts will be deemed an extension of the time for performance of any other
obligations or acts.

      14.23 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This Agreement
shall inure to the benefit of the parties to this Agreement and their respective
permitted successors and assigns and shall be binding upon the parties to this
Agreement and their respective successors and assigns. SELLER may not assign any
of its rights under this Agreement without the prior written consent of BUYER.
There are no third party beneficiaries under this Agreement and the sole and
intended beneficiaries of this Agreement are BUYER and SELLER.

                                      -19-


      14.24 RIGHT OF FIRST NEGOTIATION. SELLER agrees to grant to BUYER first
negotiation rights for any intent of expansion of use of the Intellectual
Property outside of the designated Territory by (i) any third party other than
SELLER or (ii) SELLER, if Dr. Juan Legarda beneficially owns, or following such
transaction will beneficially own, less than eighty percent (80%) of all of the
equity interests of SELLER. BUYER upon notification of such rights shall have 30
days from the date of notice to negotiate an agreement for such expanded
territory in a form and on terms which are acceptable to SELLER. Notice shall be
in written form to BUYER and BUYER must notify SELLER within 5 days after
receipt of its intent. Both BUYER and SELLER agree to negotiate in good faith.

      14.25 "EXPLOIT" AND "TRANSFER". BUYER's right to "Exploit" (as defined in
the Recitals hereto) the Intellectual Property in the Field within the Territory
pursuant to this Agreement does not include the right to Transfer such
Intellectual Property. BUYER's right to Transfer such Intellectual Property
shall be governed by the provisions of this Agreement which specifically discuss
the Transfer thereof.

                  [Remainder of Page Intentionally Left Blank]

                                      -20-


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



                                        CITA S.L.



                                        By: /s/ Juan Jose Legarda
                                            ------------------------------------
                                            Dr. Juan Jose Legarda Ibanez
                                            Title:


                                        HYTHIAM, INC.



                                        By:  /s/ Terren S. Peizer
                                           -------------------------------------
                                           Terren S. Peizer
                                           Title:

                                      -21-


                                    EXHIBIT 1
                                    ---------

                               SECURITY AGREEMENT

      THIS SECURITY AGREEMENT ("Security Agreement") is made the 12th day of
      March, 2003, between Hythiam, Inc., a Delaware corporation ("Debtor") and
      CITA S.L., a Spanish corporation ("Secured Party").

      This Security Agreement is entered into to secure certain obligations of
      Debtor to Secured Party pursuant to that certain Technology Purchase and
      Royalty Agreement dated as of the date hereof (the "Technology
      Agreement").

SECTION 15: DEFINITIONS.

      15.1 "Collateral." The Collateral shall consist of the Intellectual
Property (as such term is defined in the Technology Agreement), wherever
located, including:

            15.1.1 General intangibles included in the Intellectual Property;
and

            15.1.2 proceeds and products of the foregoing.

      15.2 "Obligations." This Security Agreement secures the following:

            15.2.1 Debtor's obligations to Secured Party under Sections 2.6 and
2.7 of the Technology Agreement;

            15.2.2 the repayment of (a) any amounts that Secured Party may
advance or spend for the maintenance or preservation of the Collateral and (b)
any other expenditures that Secured Party may make under the provisions of this
Security Agreement or for the benefit of Debtor; and

            15.2.3 any of the foregoing that arise after the filing of a
petition by or against Debtor under the Bankruptcy Code, even if the obligations
do not accrue because of the automatic stay under Bankruptcy Code ss. 362 or
otherwise.

      15.3 UCC. Any term used in the Uniform Commercial Code as in effect in New
York ("UCC") and not defined in this Security Agreement has the meaning given to
the term in the UCC.

SECTION 16: GRANT OF SECURITY INTEREST.

      Debtor grants a security interest in the Collateral to Secured Party to
      secure the payment or performance of the Obligations.

SECTION 17: PERFECTION OF SECURITY INTERESTS.

      17.1 Filing of financing statement and patent assignments.

            17.1.1 Debtor authorizes Secured Party to file one or more financing
statements (the "Financing Statements") describing the Collateral.



            17.1.2 At Secured Party's request, Debtor shall provide Secured
Party an official report from the Secretary of State of each Collateral State,
the Chief Executive Office State, and the Debtor State (each as defined below)
(the "SOS Reports") indicating that Secured Party's security interest in the
Collateral as described in the applicable Financing Statement and which may be
perfected by the filing of such Financing Statement is prior to all other
security interests or other interests reflected in the report. Secured Party
acknowledges and understands that such SOS Reports may not be available until a
period of time following filing of any Financing Statement and the
unavailability of such a report shall not be deemed a breach of this Agreement.

            17.1.3 Secured Party, at Debtor's expense, may prepare, file and
record such assignments, statements, notices and agreements, take such action
and obtain such certificates and documents, in accordance with all applicable
laws, statutes, and regulations (whether state, federal, or local), as necessary
to perfect, evidence and continue Secured Party's security interest in the
Collateral, including, without limitation, assignments of security in the U.S.
Patent and Trademark Office and corresponding foreign patent offices. Debtor
agrees to cooperate with Secured Party in making such filings, including by
executing such filings, as necessary. Secured Party shall be responsible for the
timely filing of any such documents.

      17.2 Possession.

            17.2.1 Debtor shall have possession of the Collateral, except where
expressly otherwise provided in this Security Agreement; and

            17.2.2 Where Collateral is in the possession of a third party,
Debtor will join with Secured Party in notifying the third party of Secured
Party's security interest and obtaining an acknowledgement from the third party
that it is holding the Collateral for the benefit of Secured Party.

SECTION 18: POST-CLOSING COVENANTS AND RIGHTS CONCERNING THE COLLATERAL.

      18.1 Inspection. The parties to this Security Agreement may inspect any
Collateral in the other party's possession, at any time during normal business
hours and upon reasonable advance notice.

      18.2 Limitations on Obligations Concerning Maintenance of Collateral.

            18.2.1 Risk of Loss. Debtor has the risk of loss of the Collateral.

            18.2.2 No Collection Obligation. Secured Party have no duty to
collect any income accruing on the Collateral or to preserve any rights relating
to the Collateral.

      18.3 No Disposition of Collateral. Secured Party does not authorize, and
Debtor agrees not to:

            18.3.1 make any sales or leases of any of the Collateral, except in
the ordinary course of business or as otherwise permitted pursuant to the
Technology Agreement;

                                      -2-


            18.3.2 license any of the Collateral except in the ordinary course
of business or as otherwise permitted under the Technology Agreement; or

            18.3.3 grant any other security interest in any of the Collateral.

SECTION 19: DEBTOR'S REPRESENTATIONS AND WARRANTIES.

      Debtor warrants and represents that:

      19.1 Title to and transfer of Collateral. It has rights in or the power to
transfer the Collateral and, based on the representations and warranties of
Secured Party in the Technology Agreement, its title to the Collateral is free
of all adverse claims, liens, security interests and restrictions on transfer or
pledge except as created by this Security Agreement or created by or otherwise
described in the Technology Agreement.

      19.2 Location of Collateral. All collateral is located solely in the State
(the "Collateral State") listed in Exhibit A.

      19.3 Location, State of Incorporation and, Name of Debtor. Debtor's:

            19.3.1 chief executive office is located in the State (the "Chief
Executive Office State") identified in Exhibit A;

            19.3.2 state of incorporation is the State (the "Debtor's State")
identified in Exhibit A; and

            19.3.3 exact legal name is as set forth in the first paragraph of
this Security Agreement.

SECTION 20: DEBTOR'S COVENANT.

      Until the Obligations are performed in full, Debtor agrees that it will:

      20.1 preserve its corporate existence and not, in one transaction or a
series of related transactions, merge into or consolidate with any other entity,
or sell all or substantially all of its assets, except in any case if the merger
or consolidation partner or acquiror expressly assumes in writing all of the
obligations of Debtor hereunder or as otherwise may be permitted or contemplated
pursuant to the Technology Agreement;

      20.2 not change the state of its incorporation without providing Secured
Party with 30 days' prior written notice; and

      20.3 not change its corporate name without providing Secured Party with 30
days' prior written notice.

SECTION 21: EVENTS OF DEFAULT.

      The occurrence of any of the following shall, at the option of Secured
      Party, be an Event of Default:

                                      -3-


      21.1 Any default under any of the Obligations, following 30-days advance
written notice, during which time Debtor may cure the default;

      21.2 Debtor's failure to comply with any of the material covenants, or the
incorrectness in any material respect of any representation or warranty of
Debtor contained in, this Security Agreement, in either case, following 30-days
advance written notice, during which time Debtor may cure the default;

      21.3 Transfer or disposition of any of the Collateral, except as expressly
permitted by this Security Agreement;

      21.4 Attachment, execution or levy on any of the Collateral not discharged
within 60 days; or

      21.5 Debtor voluntarily or involuntarily becoming subject to any
proceeding under (a) the Bankruptcy Code or (b) any similar remedy under state
statutory or common law and the continuance of (if involuntary) such proceeding
for 60 consecutive days unless dismissed, bonded or discharged to the
satisfaction of a court of competent jurisdiction.

SECTION 22: DEFAULT COSTS.

      22.1 Should an Event of Default occur, Debtor will pay to Secured Party
all costs reasonably incurred by the Secured Party for the purpose of enforcing
its rights hereunder, including:

            22.1.1 costs of foreclosure;

            22.1.2 costs of obtaining money damages; and

            22.1.3 a reasonable fee for the services of attorneys employed by
Secured Party for any purpose related to this Security Agreement or the
Obligations, including consultation, drafting documents, sending notices or
instituting, prosecuting or defending litigation or arbitration.

SECTION 23: REMEDIES UPON DEFAULT.

      23.1 General. Upon any Event of Default, Secured Party may pursue any
remedy available at law (including those available under the provisions of the
UCC), or in equity to collect, enforce or satisfy any Obligations then owing,
whether by acceleration or otherwise. 23.2 Remedies. Upon any Event of Default,
Secured Party shall have the right to pursue any of the following remedies
separately, successively or simultaneously:

            23.2.1 File suit and obtain judgment and, in conjunction with any
action, Secured Party may seek any ancillary remedies provided by law, including
levy of attachment and garnishment.

            23.2.2 Without taking possession, sell, lease or otherwise dispose
of the Collateral at public or private sale in accordance with the UCC. Upon
Secured Party's written demand, Debtor will assemble and make the Collateral

                                      -4-


available to Secured Party as it directs. Debtor grants to Secured Party the
right, for this purpose, upon written demand, to enter into or on any premises
where Collateral may be located during normal business hours.

SECTION 24: FORECLOSURE PROCEDURES.

      24.1 No Waiver. No delay or omission by Secured Party to exercise any
right or remedy accruing upon any Event of Default shall: (a) impair any right
or remedy, (b) waive any default or operate as an acquiescence to the Event of
Default, or (c) affect any subsequent default of the same or of a different
nature.

      24.2 Notices. Secured Party shall give Debtor such notice of any private
or public sale as may be required by the UCC.

      24.3 Condition of Collateral. Secured Party has no obligation to clean-up
or otherwise prepare the Collateral for sale.

      24.4 No Obligation to Pursue Others. Secured Party has no obligation to
attempt to satisfy the Obligations by collecting them from any other person
liable for them and Secured Party may release, modify or waive any collateral
provided by any other person to secure any of the Obligations, all without
affecting Secured Party's rights against Debtor. Debtor waives any right it may
have to require Secured Party to pursue any third person for any of the
Obligations.

      24.5 Compliance with Other Laws. Secured Party shall comply with any
applicable state or federal law requirements in connection with a disposition of
the Collateral and compliance will not be considered adversely to affect the
commercial reasonableness of any sale of the Collateral.

      24.6 Warranties. Secured Party may sell the Collateral without giving any
warranties as to the Collateral. Secured Party may specifically disclaim any
warranties of title or the like. This procedure will not be considered adversely
to affect the commercial reasonableness of any sale of the Collateral.

      24.7 Purchases by Secured Party. In the event Secured Party purchases any
of the Collateral being sold, Secured Party may pay for the Collateral by
crediting some or all of the Obligations of the Debtor.

      24.8 No Marshalling. Secured Party will have no obligation to marshal any
assets in favor of Debtor, or against or in payment of:

            24.8.1 any of the other Obligations, or

            24.8.2 any other obligation owed to Secured Party by Debtor or any
other person.

                                      -5-


SECTION 25: MISCELLANEOUS

      25.1 Assignment.

            25.1.1 Binds Assignees. This Security Agreement shall bind and shall
inure to the benefit of the heirs, legatees, executors, administrators,
successors and assigns of Secured Party and shall bind all persons who become
bound as a debtor to this Security Agreement.

            25.1.2 No Assignments by Debtor. Secured Party does not consent to
any assignment by Debtor except as expressly provided in this Security Agreement
and the Technology Agreement.

            25.1.3 Secured Party Assignments. Secured Party may assign its
rights and interests under this Security Agreement to the same extent permitted
under the Technology Agreement; provided, however, that Secured Party may only
assign such rights and interests in connection with an assignment of the benefit
of the Obligations under the Technology Agreement. If an assignment is made and
Secured Party provides Debtor with written notice thereof, Debtor shall render
performance under this Security Agreement to the assignee; provided, however,
that Debtor may assert against any assignee any claims, defenses or set-offs
which Debtor could assert against Secured Party.

      25.2 Severability. Should any provision of this Security Agreement be
found to be void, invalid or unenforceable by a court or panel of arbitrators of
competent jurisdiction, that finding shall only affect the provisions found to
be void, invalid or unenforceable and shall not affect the remaining provisions
of this Security Agreement.

      25.3 Notices. Any notices required by this Security Agreement shall be
deemed to be delivered (a) three (3) business days after such notice has been
deposited in any United States postal box if postage is prepaid, and the notice
properly addressed to the intended recipient, (b) one (1) business day after
such notice has been delivered to a nationally-recognized overnight delivery
service if the delivery fee is prepaid and the notice properly addressed to the
intended recipient, (c) on the date received by telecopy, as evidenced by a
confirmed delivery receipt, (d) on the date received through the Internet, as
evidenced by an electronic confirmation of delivery, or (e) when personally
delivered.

      25.4 Headings. Section headings used in this Security Agreement are for
convenience only. They are not a part of this Security Agreement and shall not
be used in construing it.

      25.5 Governing Law. This Security Agreement is being executed and
delivered and is intended to be performed in the State of New York and shall be
construed and enforced in accordance with the laws of the State of New York,
except to the extent that the UCC provides for the application of the law of the
Debtor State.

                                      -6-


      25.6 Rules of Construction.

            25.6.1 No reference to "proceeds" in this Security Agreement
authorizes any sale, transfer, or other dispositions of the Collateral by the
Debtor other than as permitted by this Agreement or the Technology Agreement.

            25.6.2 "Includes" and "including" are not limiting.

            25.6.3 "Or" is not exclusive.

            25.6.4 "All" includes "any" and "any" includes "all."

      25.7 Integration and Modifications.

            25.7.1 This Security Agreement is the entire agreement of the Debtor
and Secured Party concerning its subject matter.

            25.7.2 Any modification to this Security Agreement must be made in
writing and signed by the party adversely affected.

      25.8 Waiver. Any party to this Security Agreement may waive the
enforcement of any provision to the extent the provision is for its benefit.

      25.9 Further Assurance.

            25.9.1 Debtor agrees to execute any further documents, and to take
any further actions, reasonably requested by Secured Party to evidence or
perfect the security interest granted herein, to maintain the first priority of
the security interests, or to effectuate the rights granted to Secured Party
herein.

            25.9.2 Secured Party agrees to promptly execute, upon satisfaction
of Debtor's obligations under Section 2.6 and Section 2.7 of the Technology
Agreement, all UCC releases and other documents and instruments reasonably
requested by Debtor, at Debtor's expense, to release the lien of the Secured
Party in the Collateral.

                            [SIGNATURE PAGE FOLLOWS]

                                      -7-


            The parties have signed this Security Agreement as of the day and
year first above written.

                                    "DEBTOR"

                                    HYTHIAM, INC.
                                    A California corporation


                                    By:  /s/ Terren S. Peizer
                                        ----------------------------------------
                                    Name:
                                    Title:


SECURED PARTY:

Accepted by:

CITA S.L.


By:  Juan Jose Legarda
    ------------------------------
Name:
Title:

                                      -8-


                                                                    Exhibit A to
                                                              Security Agreement

I.    Collateral State

      California

II.   Chief Executive Office State

      California

III.  State of Incorporation

      Delaware


                                      -1-

EX-10.3

                    TECHNOLOGY LICENSE AND SERVICES AGREEMENT


            The terms of this Technology License and Services Agreement
("AGREEMENT") are agreed to by and between San Pedro Peninsula Hospital d.b.a.
Little Company of Mary - San Pedro Hospital ("HOSPITAL") and Hythiam, Inc.
("HYTHIAM") (each a "PARTY" and collectively "THE PARTIES").

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

  Agreement Effective Date: November 10, 2003
                            -----------------

  Term of Agreement: Three (3) years
                     ---------------

  Little Company of Mary - San Pedro                 Hythiam, Inc.
      Hospital

By:      /s/ Blair Contratto            By:      /s/ Terren S. Peizer
         ----------------------------            -----------------------------

Title:   Chief Executive Officer        Title:   Chief Executive Officer
Address: 4102 Torrance Blvd.                     11111 Santa Monica Blvd. #550
         ----------------------------            -----------------------------
         Torrance, CA 90503                      Los Angeles, CA 90025
         ----------------------------            -----------------------------

Contact:                                Contact:
         ----------------------------            -----------------------------
Phone:                                  Phone:
         ----------------------------            -----------------------------
E-mail:                                 E-mail:
         ----------------------------            -----------------------------

Attachments:      Schedule A; Schedule B: Authorized Users; Schedule C:
                  Business Associate/Data Use Agreement

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

                                 AGREEMENT TERMS

1     PURPOSES

      Hythiam provides through its proprietary protocol for treatment of
substance abuse, its Data Reports (as defined in Section 4.2) and other
associated Hythiam intellectual property and Services (as defined in Section 4)
(collectively "LICENSED TECHNOLOGY") a process for use by health care providers
and others in treating patients with or suspected of addiction to opiates,
cocaine, and/or alcohol and related conditions. Hospital desires to be able to
offer to its patients and third party payers services that include use of the
Licensed Technology.

2     AUTHORITY AND RELATIONSHIP OF THE PARTIES

      Hospital and Hythiam are and shall remain independent contractors
throughout the Term. Nothing in this Agreement shall be construed to constitute
Hospital and Hythiam as partners, joint venturers, agents or anything other than
independent contractors.

3     HYTHIAM LICENSE

3.1   Grant of License Rights to Hospital

      Subject to the terms and conditions of this Agreement, Hythiam hereby
grants to and Hospital hereby accepts, a limited nontransferable, restricted,
non-exclusive, revocable, commercial license to operate and use the Licensed
Technology identified generally in more detail on Schedule A at the Hospital
location(s) identified on Schedule A for the purposes set forth on Schedule A
without the right to sublicense the foregoing rights ("HYTHIAM LICENSE").
Hospital acknowledges that (i) this Agreement does not transfer any interest in
the ownership or title of any portion of the Licensed Technology; and (ii)
Hospital does not own any portion of the Licensed Technology.

                                       1


3.2   Term of License

      The Hythiam License shall terminate simultaneously with the expiration or
termination for any reason of this Agreement.

3.3   License Restrictions

      Hospital may use all or any part of the Hythiam Licensed Technology only
for the purposes set forth in this Agreement. Without limiting the generality of
the foregoing, Hospital shall not, nor shall permit any third party to, (a)
copy, modify, market, reproduce, sell or distribute the Hythiam Licensed
Technology other than as actually necessary and then only in strict accordance
with this Agreement for delivery of patient care services and billing third
parties for reimbursement of those services; (b) make the Licensed Technology or
Services available to any Person, except Hospital Personnel or Staff Physicians
(as those terms are defined in Section 4.1) who have been authorized by Hythiam
in writing as set forth on Schedule A and who have been informed of by Hospital,
and are bound by, the terms and conditions of this Agreement; (c) modify or
create derivative works based upon the Licensed Technology; (d) rent, lease,
grant a security interest in, or otherwise transfer or attempt to transfer any
rights in or to the Licensed Technology; or (e) remove, alter or deface any
legends, restrictions, product identification, copyright, trademark or other
proprietary notices from the Licensed Intellectual Property.

3.4   Exclusivity

      Hythiam agrees that beginning on the Effective Date and continuing until
November 1, 2004, Hospital or any of its affiliates will be the sole hospitals
to which Hythiam grants a license to the Licensed Technology in the geographic
area defined on Schedule A.

3.5   Hospital Obligations

      Hospital shall (a) keep the Licensed Technology free and clear of any and
all claims, liens and encumbrances incurred or caused by Hospital, and (b) be
responsible for all the cost and all liability or risk of loss associated with
the use by Hospital of the Licensed Technology as contemplated by and in this
Agreement. THE RIGHTS SET FORTH IN THIS SECTION 3 REPRESENT HOSPITAL'S ONLY
RIGHTS WITH RESPECT TO THE USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY.
ANY USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY OUTSIDE THE SCOPE OF
SUCH RIGHTS IS STRICTLY PROHIBITED.

4     HYTHIAM SERVICES

4.1   Provision of Licensed Technology

      Hythiam will deliver to Hospital the Licensed Technology as set forth on
Schedule A. Only Hospital employees and non-physician independent contractors
(collectively "HOSPITAL PERSONNEL") or physicians practicing at Hospital ("Staff
Physicians") authorized by Hythiam as set forth on Schedule A shall have access
to or use the Licensed Technology.

4.2   Data Processing Services

      Hythiam has developed proprietary business processes that it uses to
process and report data generated from the use of the Licensed Technology ("DATA
REPORTS"). As part of the Services, Hythiam will collect treatment and outcomes
data on behalf of Hospital, including follow-up patient surveys, and will
provide, or arrange for the provision of, Data Reports to Hospital for treatment
performed by or on behalf of Hospital using the Licensed Technology, all as set
forth in more detail on Schedule A.

4.3   Education Services

      As part of the Services, Hythiam will provide education services as
reasonably necessary concerning the implementation and use of the Licensed
Technology.

4.4   Performance Standards

      Hythiam will provide the Licensed Technology as set forth in Section 4.1,
the Data Reports as set forth in Section 4.2 and the education services as set
forth in Section 4.3 (collectively "SERVICES") in a competent and timely manner,
and in compliance with all applicable laws and regulations.

                                       2


5     FINANCIAL TERMS

5.1   Licensing and Services Fees

      During the Term of this Agreement, Hospital shall arrange for the payment
by or on behalf of each individual treated using the Licensed Technology of the
Licensing and Services Fee ("FEES") to Hythiam as set forth on Schedule A.
During the Term the Fees may be modified only by mutual agreement of the
Parties. Any and all services requested by Hospital and provided by Hythiam
other than those set forth in Section 4 shall be subject to additional fees to
be agreed upon by the Parties.

5.2   Payment Terms

      Hythiam will provide Hospital with periodic (no less frequently than
monthly and no more frequently than every two weeks) reports and invoices
("INVOICES") for the Fees due Hythiam by mailing or delivering them to the
address and person identified on the first page of this Agreement. For Fees paid
by patients in cash in advance to Hospital, Hospital will pay Hythiam within
[H-01 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] days
after receipt by Hospital of the cash payment. For Fees paid by third party
payers or by patients who do not pay in advance, Hospital will pay Hythiam
within [H-02 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.]
days after collection by Hospital of the Fees. Also, within [H-03 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] calendar days after
receipt by Hospital of each Invoice (1) for cases in which the Fee has been paid
to Hospital but not remitted to Hythiam, Hospital shall remit those Fees to
Hythiam; and (2) for cases in which Hythiam has received any amounts over and
above the Fees that should have been paid to Hospital, Hythiam will remit those
funds to Hospital. Notwithstanding any other provision of this Agreement,
Hythiam in no event or circumstance is or shall be responsible for any costs of,
or related to, patient care provided by Hospital, extended or unanticipated care
required for patients treated using the Licensed Technology or any Aftercare (as
that term is defined in defined in paragraph 8 on Schedule A).

5.3   Monthly Reconciliation

      To facilitate payment and compliance with the terms of this Agreement, the
Parties will meet no less frequently than monthly and no more frequently than
every two weeks for purposes of reconciling payments and fees. In preparation
for this meeting, Hospital shall provide Hythiam with a list of all patients
receiving treatment during the prior month utilizing the Licensed Technology and
Hythiam shall provide Hospital with a list of all fees it has received for
treatment during that same time period. Each Party will provide reasonable
access to its books and records regarding any and all detail reasonably
necessary to reconcile payments and ensure Hythiam receives the Fees in
compliance with this Agreement. In addition, Hospital will investigate and
resolve promptly and thoroughly any evidence that the Licensed Technology is
being used at Hospital in cases for which Hythiam is not receiving its Fee.

5.4   Managed Care Contracts

Hospital and Hythiam each will use best efforts to identify opportunities to
include reimbursement for treatment utilizing the Licensed Technology in, and
will use commercially reasonable efforts to negotiate amendments to, Hospital's
existing managed care contracts to (and to negotiate all future managed care
contracts to) arrange for inclusion of coverage for treatment utilizing the
Licensed Technology.

6     GOVERNING TERMS AND OBLIGATIONS

6.1   Use of Licensed Technology

      Hospital agrees that its use of the Licensed Technology will be in strict
accordance with the procedures and any training provided by Hythiam and will
comply with all applicable laws, rules and regulations and third party payer
requirements. Only Hospital Personnel or Staff Physicians who have received
training on the use of the Licensed Technology may use it and Hospital will
ensure (and provide Hythiam with evidence satisfactory to Hythiam) that all
Hospital Personnel or Staff Physicians who use any or all of the Licensed
Technology on its behalf are bound by the applicable terms of this Agreement and
will have and maintain, all training, licenses, approvals, certification,

                                       3


equipment and information necessary for them to safely and properly use the
Licensed Technology.

6.2   Clinical Activities

      The Licensed Technology and Services are provided by Hythiam to Hospital
and/or to any Hospital Personnel or Staff Physicians as additional points of
information and not, in whole or in part, as medical advice, diagnosis or
treatment recommendations. The Parties acknowledge and agree that Hythiam in
performing its obligations under this Agreement is providing technology and
technology services only and will not be delivering patient care and will not be
sponsoring or performing human subjects research. Hospital, as between the
Parties, and/or Staff Physicians, as appropriate consistent with applicable law,
control and are fully responsible for any and all patient care, Aftercare and/or
research activity delivered using the Licensed Technology. Hospital Personnel
and Staff Physicians shall at all times exercise their independent medical
judgments when treating patients, arranging for Aftercare or referring to other
providers, or performing research using the Licensed Technology.

6.3   Hospital charges

      Hospital charges for provision of care using the Licensed Technology are
set forth on Schedule A. During the Term these charges may be modified only by
mutual agreement of the Parties.

6.4   Billing and Collections

      In billing any charges to patients or third-party payers that include
clinical services or research activities performed using the Licensed Technology
or Services Hospital shall comply with the provisions of 18 U.S.C. ss. 1347,
with Medicare/Medicaid and other Federal Health Care Program billing
requirements, and with the False Claims Act, 31 U.S.C. ss. 3729, et seq., and
analogous state or local laws.

6.5   Subject Data

      Hospital shall provide to Hythiam for prompt downloading and/or processing
in an agreed upon format all patient data collected or maintained by Hospital,
Hospital Personnel or Staff Physicians with respect to each individual provided
care using all or part of the Licensed Technology ("SUBJECT DATA"). The Parties
shall execute the Business Associate/Data Use Agreement attached to this
Agreement, which shall govern the use and disclosure by Hythiam of the Subject
Data.

6.6   Patient Data Consents

      Hospital shall be solely responsible for obtaining any and all patient
consents, authorizations and/or IRB approvals required by applicable laws,
rules, regulations or policy for its use of the Licensed Technology and the
provision of the Subject Data to Hythiam in accordance with this Agreement.

7     INTELLECTUAL PROPERTY RIGHTS

7.1   Reservation of Rights

      All rights and licenses of any kind in the Licensed Technology and
Services not expressly granted in this Agreement are reserved exclusively to
Hythiam. There shall be no licenses by implication to the Hospital, any Hospital
Personnel or any Staff Physician under this Agreement, and Hospital agrees not
to attack or contest, in any way or in any forum, the validity, enforceability,
or Hythiam's ownership of, or rights in, the Licensed Technology and Services,
to the maximum extent permitted by law.

7.2   Preexisting Intellectual Property

      Except as expressly provided for in this Agreement, Hythiam and Hospital
shall each retain all Intellectual Property that they owned prior to the
Effective Date, and this Agreement shall not be interpreted or construed to
grant a Party any rights, title, interest or license in the other Party's
preexisting Intellectual Property.

7.3   Improvements Produced During Term

      Hythiam shall own all rights, title and interest in any Intellectual
Property related to, within the scope of or that enhances the Licensed
Technology made during the Term by Hythiam, the Hospital and/or Hospital
Personnel and/or any Staff Physician including without limitation, adaptations,
modifications, enhancements or changes to the Licensed Technology
("IMPROVEMENTS"). The Improvements shall be considered included in the

                                       4


definition of Licensed Technology for purposes of this Agreement, and the
Hospital, Hospital Personnel and Staff Physicians hereby assign all right, title
and interest in all Improvements to Hythiam. Hythiam shall have the right to
apply for copyrights, patents (including utility and design patents), or other
protection for such Improvements, and to enforce its rights in such
Improvements, anywhere in the world under its own name and at its own expense.
Hospital, Hospital Personnel and Staff Physicians agree to take all actions and
execute all documents at Hythiam's expense and as Hythiam may reasonably
request, to effectuate Hythiam's ownership of any such Improvements.

7.4   Use of Trademarks

      Each Party recognizes that the name, logo and trademarks of the other
Party represent valuable assets of such entity and that substantial recognition
and goodwill are associated with such assets. Each Party hereby agrees that
neither it nor any of its affiliates shall use the name, logo or any other
trademarks of the other Party without the prior written consent of the other
party, which may be withheld at the sole discretion of the other Party. No Party
will acquire any right, interest or license in any trademark or service mark of
the other Party by virtue of this Agreement. Where possible, Hospital will
approve the use of its name in documents for broad dissemination such that
Hythiam, once securing approval for use in a brochure or other document, will
not need to secure approval for each use of the brochure or document.

8     INDEMNIFICATION

8.1   Hythiam Indemnification of Hospital

      Hospital shall not be liable to Hythiam or its affiliates or any of their
respective officers, directors, employees or other agents for, and Hythiam shall
indemnify, defend and hold harmless Hospital and its directors, officers,
employees and agents (collectively, the "HOSPITAL INDEMNITEES") from and
against, any and all liabilities, losses, suits, claims, costs, expenses
(including reasonable attorneys fees and disbursements), interest, penalties,
fines, judgments and actual or direct damages of any kind whatsoever
(collectively "LOSSES") to the extent and proportion that such Losses relate to
or arise from (i) negligent acts or omission or willful misconduct of Hythiam or
any of the Hythiam Indemnitees (as that term is defined in Section 8.2); or (ii)
breach of this Agreement by the Hythiam Indemnitees. Notwithstanding other
provisions of this Section 8.1, Hospital Indemnitees shall not include
physicians who are not Hospital employees to the extent those physicians are
providing patient care, but shall include physicians who are not Hospital
employees to the extent those physicians are providing medical director or other
administrative services to or on behalf of Hospital.

8.2   Hospital Indemnification of Hythiam

Hythiam shall not be liable to Hospital or its affiliates or any of their
respective officers, directors, employees or other agents for, and Hospital
shall indemnify, defend and hold harmless Hythiam and its directors, officers,
employees and agents (collectively, the "HYTHIAM INDEMNITEES") from and against
any Losses to the extent and proportion that such Losses relate to or arise from
(i) negligent acts or omissions or willful misconduct of Hospital or any of the
Hospital Indemnitees; or (ii) breach of this Agreement by Hospital or any of the
Hospital Indemnitees.

9     CONFIDENTIALITY AND NON-DISCLOSURE

9.1   Confidential Information

      Hospital acknowledges and agrees that the Licensed Technology constitutes
valuable trade secrets and confidential information of Hythiam. Hospital agrees
that it shall take, and shall ensure that Hospital Personnel and Staff
Physicians shall take, all reasonable steps to preserve and protect the
confidentiality of such trade secrets and confidential information. Such trade
secrets and information shall be deemed "CONFIDENTIAL INFORMATION." In addition,
Confidential Information shall include the terms of this Agreement and all other
proprietary business information Hospital, Hospital Personnel or Staff
Physicians have received or receive from Hythiam or obtain as a result of use of
the Confidential Information.

                                       5


9.2   Non-Disclosure

      Hospital agrees to maintain as confidential the Confidential Information
and further agrees not to disclose the Confidential Information other than as
specifically permitted by this Agreement. At no time shall Hospital use, or
allow others to use or have access to, the Confidential Information for any
purpose other than performance of Hospital's obligations or exercise of
Hospital's rights under and in accordance with this Agreement or disclose the
Confidential Information to any third party without the prior written consent of
Hythiam, which may be withheld in its sole discretion, and then only after the
party to whom such disclosure will be made has agreed in writing to comply with
and be bound by the applicable terms of this Agreement, including but not
limited to this Section 9. In the event of any legal action or proceeding or
asserted requirement under applicable law or government regulations requesting
or demanding disclosure by Hospital of all or any part of the Confidential
Information, Hospital shall immediately notify Hythiam in writing of such
request or demand, the terms and circumstances surrounding such request or
demand, and the documents requested or demanded so that Hythiam may seek an
appropriate protective order or take other protective measures and/or waive
Hospital's compliance with the provisions of this Section 9. If in the absence
of a protective order or a waiver under this Section 9 from Hythiam, if
Hospital, in the reasonable opinion of Hospital's legal counsel, is compelled to
disclose any such Confidential Information or otherwise stand liable for
contempt or suffer other substantial penalty, Hospital may disclose such
Confidential Information as so required without liability under this Section 9;
provided, however, that Hospital: (a) shall give Hythiam written notice of the
Confidential Information to be so disclosed as far in advance of its disclosure
as is practicable; (b) shall furnish only that portion of the Confidential
Information which in the reasonable opinion of Hospital's counsel is legally
required; and (c) shall cooperate with Hythiam (at Hythiam's expense) to obtain
an order or other reliable assurance that confidential treatment will be
accorded to such Confidential Information.

10    TERMINATION

      This Agreement may be terminated prior to the expiration of the Term only
for Cause (as defined in this Section 10), which cause shall constitute an
"Event of Default." A termination for Cause must be effected by giving written
notice to the defaulting Party describing the Event of Default with reasonable
specificity and shall be subject to the cure periods set forth in this Section
10. In the event of termination of this Agreement for any reason, each Party
shall take all reasonable action and refrain from taking any action to the
extent necessary to mitigate that Party's damages arising from or related to the
termination.

10.1  Termination by Hospital

      Hospital shall have Cause for termination of this Agreement under the
following circumstances:

            10.1.1 If Hythiam shall apply for or consent to the appointment of a
      receiver, trustee or liquidator of all or substantially all of its assets,
      file a voluntary petition in bankruptcy or admit in writing the inability
      to pay its debts as they become due, make a general assignment for the
      benefit of creditors or take advantage of any insolvency law, subject to a
      thirty (30) day cure period after written notice of termination by
      Hospital;

            10.1.2 If Hospital finally determines to, takes diligent action to
      and does, close down and eliminate its provision of chemical dependency
      treatment services, subject to a 180 day advance written notice to Hythiam
      and subject to Hospital's written covenant that it will not reinstate its
      provision of such services for a period of at least two (2) years
      following termination.

            10.1.3 If Hospital presents reasonable evidence that continuation of
      the Agreement will result directly in a sustained lack of profitability to
      Hospital, subject to a 180 day advance written notice to Hythiam; or

            10.1.4 If Hythiam materially defaults in its performance of any of
      its material obligations under this Agreement, subject to a thirty (30)
      day cure period.

                                       6


10.2  Termination by Hythiam

      Hythiam shall have Cause for termination of this Agreement under the
following circumstances:

            10.2.1 If Hospital shall apply for or consent to the appointment of
      a receiver, trustee or liquidator of all or substantially all of its
      assets, file a voluntary petition in bankruptcy or admit in writing the
      inability to pay its debts as they become due, make a general assignment
      for the benefit of creditors or take advantage of any insolvency law,
      subject to a thirty (30) day cure period after written notice of
      termination by Hythiam;

            10.1.2 If Hospital loses its license to provide chemical dependency
      services;

            10.1.3 If Hythiam presents reasonable evidence that continuation of
      the Agreement will result directly in a sustained lack of profitability to
      Hythiam subject to 180 days advance written notice to Hospital;

            10.1.4 If Hospital materially defaults in its performance of any of
      its material obligations under this Agreement, subject to a thirty (30)
      day cure period.

11    DISCLAIMER OF WARRANTIES

      HOSPITAL ACKNOWLEDGES AND AGREES THAT THE LICENSED TECHNOLOGY AND SERVICES
PROVIDED, BEING LOANED, AND/OR LICENSED TO HOSPITAL ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS WITH NO WARRANTY OF ANY KIND. WITH RESPECT TO THIS
AGREEMENT HYTHIAM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, OR NON-INFRINGEMENT, REGARDING THE
LICENSED TECHNOLOGY OR ANY OTHER MATERIALS OR INFORMATION PROVIDED UNDER THIS
AGREEMENT. ADDITIONALLY, WITH RESPECT TO THIS AGREEMENT HYTHIAM MAKES NO
REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SAFETY OR
EFFICACY OF THE LICENSED TECHNOLOGY, THAT THE LICENSED TECHNOLOGY WILL OPERATE
IN A MANNER THAT IS UNINTERRUPTED OR ERROR-FREE, OR REGARDING ANY OTHER SUBJECT
MATTER OF THE AGREEMENT.

12    LIMITATION OF LIABILITY

      SUBJECT TO SECTION 8, HYTHIAM ASSUMES NO LIABILITY OR RESPON-SIBILITY FOR
HOW HOSPITAL, ANY HOSPITAL PERSONNEL OR ANY STAFF PHYSICIAN USES THE LICENSED
TECHNOLOGY FOR OR IN CONNECTION WITH ANY DIAGNOSIS OR TREATMENT MADE OR PROVIDED
IN CONNECTION WITH OR RELIANCE ON THE LICENSED TECHNOLOGY, OR FOR INJURY TO
PERSONS OR PROPERTY ARISING FROM THE USE OF THE LICENSED TECHNOLOGY. NOT
WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL HYTHIAM
HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR
LOST PROFITS, LOSS OF BUSINESS OR GOODWILL OR LOSS OF DATA, IN ANY WAY ARISING
OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF HYTHIAM HAS
BEEN ADVISED OR OTHERWISE HAS REASON TO KNOW OR KNOWS OF THE POSSIBILITY OF SUCH
DAMAGES. HOSPITAL FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE
LIABILITY OF HYTHIAM FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE, EXCEED
$[H-04 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].

13    DEBARMENT OR EXCLUSION

      Each Party hereby represents and warrants that neither it, nor its
principals, officers, employees or agents providing services under this
Agreement, is and at no time has been excluded from participation in any
federally funded health care program, including Medicare and Medi-Cal. Each
Party hereby agrees to immediately notify the other Party of any threatened,

                                       7


proposed, or actual exclusion from any federally funded health care program,
including Medicare and Medi-Cal. In the event that either Party is excluded from
participation in any federally funded health care program during the term of
this Agreement, or if at any time after the Effective Date of this Agreement it
is determined that the excluded Party is in breach of this Section and this
Agreement shall, as of the effective date of such exclusion or breach,
automatically terminate.

14    GOVERNMENT ACCESS

If applicable, the Parties shall comply with the provisions of Section
1861(v)(1)(l) of the Social Security Act and shall make available, upon written
request of the Comptroller General of the United States or the Secretary of the
United States Department of Health and Human Services or any of their duly
authorized representatives, any books, documents and records that are necessary
to verify the nature and extent of the costs incurred by either Party under this
Agreement. In addition, each Party shall cooperate with the other Party and
provide reasonable access to books and records pertaining to this Agreement and
the performance of its obligations to the extent reasonably necessary for
compliance with any governmental agency review or audit of the other Party.

15    MISCELLANEOUS

15.1  Assignment

      Except as expressly provided in this Agreement, neither this Agreement nor
any right under this Agreement is assignable in whole or in part by either Party
without the prior written consent of the other Party, and any attempted
assignment without such consent shall be null and void, except that either Party
may assign its rights and obligations under this Agreement to its parent, a
subsidiary or other controlled affiliate, or to any successor entity without the
consent of the other Party by providing the other Party with notice of such
permitted assignment.

15.2  Complete Agreement

      This Agreement including any and all Schedules and attachments listed on
the first page of this Agreement, which are hereby incorporated by reference
into this Agreement, constitutes the complete and integrated understanding of
the Parties with respect to the subject matter of this Agreement and supersedes
all prior understandings and agreements, whether written or oral, with respect
to the same subject matter.

15.3  Amendment

      This Agreement may only be amended by a written agreement duly signed by
persons authorized to sign agreements on behalf of each Party.

15.4  Severability

      The Parties to this Agreement acknowledge and agree that it is their
intent and understanding that this Agreement complies with all applicable laws,
rules, regulations, court decisions and governmental restrictions (collectively
"LAWS AND REGULATIONS"), and that at all times they intend to be in compliance
with such laws and regulations. Should any term or provision of this Agreement
be deemed invalid or void or unenforceable either in its entirety or in a
particular application because it is in conflict with or violates any law or
regulation, the remainder of this Agreement shall nonetheless remain in full
force and effect and, if the subject term or provision is deemed to be invalid,
void or unenforceable only with respect to a particular application, such term
or provision shall remain in full force and effect with respect to all other
applications. In addition, the Parties agree to amend this Agreement to bring
this Agreement in compliance with said law or regulation. Notwithstanding the
foregoing, if the law or regulation is deemed by either Party to be so
materially adverse that, in either Party's reasonable judgment, the Agreement
cannot or should not be so modified; then after discussion and determination by
the Parties that it is so materially adverse, the Parties agree that, as a part
of the consideration of this Agreement, they will declare this Agreement null
and void and, except for the sections specifically surviving termination, of no
further force and effect; provided, however, if either Party intends to enforce
such declaration of termination but the other Party opposes termination (the
"OPPOSING PARTY"), then the Opposing Party may veto such termination so long as
the Opposing Party pays for the cost to comply with the law or regulation or
decision at issue (if compliance may be achieved by the payment of money alone),

                                       8


in which event this Agreement shall continue in full force and effect; and
provided further that this Section 15.4 shall not be construed as providing
either Party a basis for terminating this Agreement if the material adverse
effect results solely from a change in reimbursement levels as a result of a
change in law or regulation.

      15.5 Notwithstanding anything to the contrary set forth in this Agreement,
Sections 3, 5.2, 5.3, 6, 7, 8, 9, 11, 12 and 15 shall survive the termination of
this Agreement for a period of ten (10) years; provided that this ten year
limitation on survival is not intended to and does not give Hospital any rights
to or in the Licensed Technology following expiration of the ten years.

                                       9


                                   SCHEDULE A
                                   ----------

1.    DESCRIPTION OF LICENSED TECHNOLOGY TO BE PROVIDED TO HOSPITAL:

      Any and all Hythiam treatment protocols provided during the Term to
Hospital for rapidly administered neurological addiction recovery, including but
not limited to: Hythiam's Addiction Neuro-Restoration Detox System ("HANDS(TM)")
for Addictions; HANDS(TM) for Alcohol; HANDS(TM) for Cocaine; HANDS(TM) for
Crack Cocaine; HANDS(TM) for Poly-Drug; HANDS(TM) for Alcohol and Cocaine;
FITSM; HANDS(TM) for Opiates; U.S. Patent VO. 6,103,734; all materials and
information provided by Hythiam with respect to the protocols or patent; and all
related business processes; services; improvements or enhancements; U.S. or
international patents, patent filings or PCT applications; instructions,
brochures, manuals, or labels; analyses, data compilations, databases, or Data
Reports.


2.    LOCATION FOR USE OF LICENSED TECHNOLOGY:

      Little Company of Mary - San Pedro Hospital
      1300 West Seventh Street
      San Pedro, CA 90732

3.    AUTHORIZED PURPOSES FOR USE OF LICENSED TECHNOLOGY:

      For provision of substance abuse and/or addiction treatment only in
accordance with the terms of this Agreement.


4.    AUTHORIZATION TO BE PROVIDED BY HYTHIAM:

      Hythiam will designate each individual authorized to use the Licensed
Technology upon the execution by qualified individuals of confidentiality and
proprietary information agreements with Hythiam (each an "Authorized User"). The
list of Authorized Users is set forth on Schedule B, as amended from time to
time. Unless a shorter period is specified in writing by Hythiam, during the
Term each Authorized User must undergo reauthorization at least every
twenty-four (24) months ("Authorized Period"). Any Hospital Personnel or Staff
Physicians who are not reauthorized within the specified time frame must
immediately cease any and all use of the Licensed Technology at the end of the
Authorized Period. Notwithstanding the foregoing, all Hospital Personnel and
Staff Physicians must immediately cease any and all use of the Licensed
Technology upon termination of this Agreement for any reason.

5.    TERMS FOR PROVISION BY HOSPITAL OF SUBJECT DATA TO HYTHIAM:

      Hospital will provide Hythiam access to its files and records to the
extent reasonably necessary for Hythiam to access and make use of the Subject
Data in compliance with all applicable laws and this Agreement.

6. TERMS FOR PROVISION BY HYTHIAM OF DATA REPORTS TO HOSPITAL:

            Hythiam will provide data aggregation services to Hospital in
      accordance with the HIPAA Privacy Rule, including the following reports:
      Pre-registration intake of demographic and financial information; Brief
      clinical screening data; [H-05 TEXT DELETED--CONFIDENTIAL TREATMENT
      REQUESTED BY HYTHIAM, INC.]; Patient and Hospital satisfaction surveys;
      Identification and assessment of counseling services outside the Hospital
      service area.


                                       10


The list of data aggregation reports may be modified or expanded upon agreement
of the parties, including for additional fees. Notwithstanding any other
provision of this Agreement, Hospital may share the Data Reports internally for
its own internal business purposes.


7.    GEOGRAPHIC EXCLUSIVITY AREA

The exclusive area provided to San Pedro Peninsula Hospital by Hythiam in
accordance with Section 3.4 is set forth below.

The exclusive area shall consist of the [H-06 TEXT DELETED--CONFIDENTIAL
TREATMENT REQUESTED BY HYTHIAM, INC.] and shall extend west to include [H-07
TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.]. The exclusive
shall also include the area east of [H-08 TEXT DELETED--CONFIDENTIAL TREATMENT
REQUESTED BY HYTHIAM, INC.], and south and east of the [H-09 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.]. The area is located
within the perimeter demarcated by intersection of the [H-10 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] Freeway ([H-11 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.]) and [H-12 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] Road taking [H-13
TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] Road south to
the intersection of [H-14 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY
HYTHIAM, INC.] Road and the Pacific Coast Highway; the intersection of the [H-15
TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] and [H-16 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] freeway traveling
east on the [] until it intersects with highway [H-17 TEXT DELETED--CONFIDENTIAL
TREATMENT REQUESTED BY HYTHIAM, INC.]; traveling south on highway [H-18 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] until it intersects
with highway 90; traveling west on highway 90 until it intersects with highway
39 (Beach Blvd); traveling south on highway 39 until it intersects with the
Pacific Coast Highway. See the attached map(s).

8.    LICENSE AND SERVICES FEE:

      Use of Licensed Technology for:

      Each episode of Treatment for alcohol dependency-- $[H-19 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].
      Each episode of Treatment for psycho stimulant (cocaine) dependency--
$[H-20 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].

                                       11


      Each episode of Treatment for opiate dependency--$[H-21 TEXT
DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].

      The License and Services fees set forth in this paragraph 8 do not include
costs for any services other than those set forth in Section 4 and do not
include any Aftercare or other services required or requested as a result of any
extended stays, complications or subsequent episodes of treatment, the total
cost for which as between the Parties is the responsibility of Hospital. For
purposes of this Agreement, Aftercare shall mean any and all related follow-up
care, recovery care, services, referrals or consultations.

9.    HOSPITAL CHARGES

      Each episode of Treatment for alcohol dependency, with Aftercare--$[H-22
TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].
      Each episode of Treatment for psycho stimulant (cocaine) dependency, with
Aftercare--$[H-23 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM,
INC.].

      Each episode of Treatment for opiate dependency, with Aftercare--$[H-24
TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].

      As part of its education services Hythiam will provide a list of Aftercare
providers or agencies that are familiar with the requirements for recovery
follow-up on treatment using the Licensed Technology. This list is for
information purposes only and Hythiam does not endorse or recommend any specific
provider. In the alternative, Hospital may contract with Hythiam to arrange for
Aftercare on its behalf. In the event Hospital does not arrange for Aftercare,
does not contract with Hythiam to arrange for Aftercare on its behalf or is
unable to arrange for Aftercare in compliance with applicable laws or
regulations, the charges set forth in this paragraph 9 shall each be reduced by
$[H-25 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.].

      Any Hospital charges for extended stays, complications or follow-on care
or treatment shall be in accordance with Hospital's normal and customary
charges. Except for reconciliations of payments received in error as set forth
in Section 5, Hythiam shall have no responsibility for payment of any Hospital
costs or charges for any reason.


o     For purposes of this Agreement, an episode of care shall include: Alcohol
      dependency- [H-26 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY
      HYTHIAM, INC.] administrations of the protocol provided during a [H-27
      TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] night
      stay.

o     Psycho-stimulant dependency- [H-28 TEXT DELETED--CONFIDENTIAL TREATMENT
      REQUESTED BY HYTHIAM, INC.] administrations of the protocol provided
      during an aggregate of [H-29 TEXT DELETED--CONFIDENTIAL TREATMENT
      REQUESTED BY HYTHIAM, INC.] nights ([H-30 TEXT DELETED--CONFIDENTIAL
      TREATMENT REQUESTED BY HYTHIAM, INC.] nights for the initial treatment
      plus a follow-up treatment [H-31 TEXT DELETED--CONFIDENTIAL TREATMENT
      REQUESTED BY HYTHIAM, INC.] weeks later requiring a [H-32 TEXT
      DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.] night stay).

o     Opiate dependency- [H-33 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY
      HYTHIAM, INC.] administration of the protocol in the operating room with a
      [H-34 TEXT DELETED--CONFIDENTIAL TREATMENT REQUESTED BY HYTHIAM, INC.]
      night stay


                                       12


                                   SCHEDULE B

                                AUTHORIZED USERS


Blair ContraTto, ceo


                                       13


                                   SCHEDULE C
                                   ----------

                    BUSINESS ASSOCIATE AND DATA USE AGREEMENT

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

                   LITTLE COMPANY OF MARY - SAN PEDRO HOSPITAL
                                       AND
                                  HYTHIAM, INC.

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

This Business Associate Agreement ("B.A. Agreement"), effective as of
___________, 2003 ("Effective Date"), is entered into by and between San Pedro
Peninsula Hospital, d.b.a. Little Company of Mary-San Pedro Hospital ("Covered
Entity") and Hythiam, Inc. ("Hythiam") (each a "Party" and collectively the
"Parties").

1.    BACKGROUND AND PURPOSE. The Parties have entered or are entering into an
      agreement for the provision by Hythiam of technology and services to
      Covered Entity ("Agreement"). Performance of the Agreement may involve
      Protected Health Information (as defined in 45 C.F.R. ss.164.501) ("PHI")
      subject to the federal privacy regulations issued pursuant to the Health
      Insurance Portability and Accountability Act ("HIPAA") and codified at 45
      C.F.R. parts 160 and 164 ("Privacy Rule"). The purpose of this B.A.
      Agreement is to amend the Agreement to the extent and only to the extent
      necessary to allow for Covered Entity's compliance with the Privacy Rule.

2.    DEFINITIONS. Unless otherwise defined in this B.A. Agreement, all
      capitalized terms used in this B.A. Agreement have the meanings ascribed
      in HIPAA and/or the Privacy Rule.

3.    OBLIGATIONS OF THE PARTIES WITH RESPECT TO PHI.

3.1   Uses and Disclosures of PHI by Hythiam. Except as otherwise specified in
      this B.A. Agreement, Hythiam may make any and all uses and disclosures of
      PHI necessary to perform and enforce the Agreement. In addition, unless
      otherwise limited in this B.A. Agreement, Hythiam may (a) use the PHI in
      its possession for its proper management and administration and to carry
      out the legal responsibilities of Hythiam; (b) disclose the Minimum
      Necessary information in its possession to a third party for the purpose
      of Hythiam's proper management and administration or to carry out the
      legal responsibilities of Hythiam, provided, that such disclosure is
      required by law or Hythiam obtains reasonable assurances from the third
      party regarding the confidential handling of such PHI as required under
      the Privacy Rule; (c) provide Data Aggregation services relating to the
      health care operations of the Covered Entity; (d) use the PHI to create a
      Limited Data Set ("LDS"), the use and disclosure of which shall be
      governed by the Data Use Agreement set forth in Section 5 of this B.A.
      Agreement and by the Privacy Rule; and (e) de-identify any and all PHI
      obtained by Hythiam under this B.A. Agreement, and use such de-identified
      data, all in accordance with the de-identification requirements of the
      Privacy Rule.

3.2   Obligations of Hythiam. With regard to its use and/or disclosure of PHI
      that is not in an LDS, Hythiam agrees to:

            a.    not use or further disclose the PHI other than as permitted or
                  required by this B.A. Agreement or as Required By Law;

            b.    use appropriate safeguards to prevent use or disclosure of PHI
                  other than as permitted in Section 3.2(a);

                                       14


            c.    report to Covered Entity in writing any use or disclosure of
                  PHI not permitted in Section 3.2(a) of which Hythiam's
                  management becomes aware and, to the extent practicable,
                  minimize harmful effects of that use or disclosure;

            d.    ensure that any agents and subcontractors to which Hythiam
                  provides PHI agree to the same restrictions and conditions
                  that apply to Hythiam with respect to such PHI;

            e.    make available within twenty (20) days after request by the
                  Covered Entity PHI necessary for Covered Entity to respond to
                  an Individuals' request for access to PHI about them in the
                  event that the PHI in Hythiam's possession constitutes a
                  Designated Record Set;

            f.    make available PHI for amendment and incorporate within ten
                  (10) days after request by Covered Entity any amendments to
                  the PHI in accordance with the Privacy Rule in the event that
                  the PHI in Hythiam's possession constitutes a Designated
                  Record Set;

            g.    document such disclosures of PHI as would be required for
                  Covered Entity to respond to a request by an Individual for an
                  accounting of disclosures in accordance with 45 CFR ss.
                  164.528 and provide, within 20 days after Covered Entity
                  requests the information in writing, an accounting of any
                  disclosures of PHI for up to the six-year period preceding the
                  date of the request for an accounting that includes the date
                  of the disclosure, the name and address of the person or
                  entity to whom the PHI was disclosed, a brief description of
                  the PHI disclosed and a brief statement of the purpose of the
                  disclosure and an explanation of the basis for the disclosure;

            h.    make its internal practices, books and records relating to the
                  use and disclosure of PHI available to the Secretary of HHS
                  within a reasonable timeframe as required by the Secretary for
                  purposes of determining Covered Entity's compliance with the
                  Privacy Rule; and

            i.    return to Covered Entity or destroy, within ninety (90) days
                  of the termination of this B.A. Agreement, the PHI in its
                  possession as a result of the Agreement and retain no copies,
                  if it is feasible to do so. If Hythiam in its discretion
                  determines that return or destruction is infeasible, Hythiam
                  agrees to extend all protections contained in this B.A.
                  Agreement to Hythiam's use and/or disclosure of any retained
                  PHI, and to limit any further uses and/or disclosures to the
                  purposes that make the return or destruction of the PHI
                  infeasible. Notwithstanding the foregoing, this Section 3.2(i)
                  shall not apply to any PHI in an LDS, the use and disclosure
                  of which shall be governed by Section 5 of this B.A.
                  Agreement.

3.3   Obligations of Covered Entity. Covered Entity agrees to timely notify
      Hythiam in writing of any arrangements between Covered Entity and the
      individual that is the subject of PHI that may impact in any manner the
      use and/or disclosure of that PHI by Hythiam under this B.A. Agreement.

3.4   Effect of Changes to the Privacy Rule. To the extent that any relevant
      provision of the Privacy Rule is materially amended in a manner that
      changes the obligations of Business Associates or Covered Entities that
      are embodied in the terms of this B.A. Agreement, the Parties agree to
      negotiate in good faith appropriate amendment(s) to this B.A. Agreement to
      give effect to these revised obligations.

                                       15


4.    TERMINATION BY COVERED ENTITY. With respect to the Agreement, upon Covered
      Entity's knowledge of a material breach of the terms of this B.A.
      Agreement by Hythiam, Covered Entity shall provide Hythiam written notice
      of that breach in sufficient detail to enable Hythiam to understand the
      specific nature of that breach and afford Hythiam an opportunity to cure
      the breach. If Hythiam fails to cure the breach within a reasonable time
      specified by Covered Entity (in any event not less than ten (10) days and
      if Hythiam is making reasonable efforts to cure, Covered Entity may extend
      the cure period to allow for that cure), Covered Entity may terminate this
      B.A. Agreement as well as terminate those portions, but only those
      portions, of the Agreement that, by their express terms, require or permit
      Hythiam access to PHI and only to the extent of that requirement or
      permission. In such instance, the remaining provisions of the Agreement
      that do not, by their express terms, require or permit Hythiam access to
      PHI shall remain in full force and effect, including any and all of
      Covered Entity's payment and performance obligations (to the extent any
      such performance obligations do not require Hythiam access to PHI);
      provided that, notwithstanding the foregoing, Covered Entity shall be
      entitled to terminate the Agreement in its entirety if and to the extent
      that the overall intent and purpose of the Agreement (i) is directly and
      materially related to and dependent upon Hythiam access to PHI, and (ii)
      would be frustrated if Covered Entity were not permitted to terminate the
      Agreement. In addition, if Hythiam, in its sole discretion, can perform
      the Agreement with information that has been de-identified under the
      Privacy Rule or with an LDS, the Agreement will remain in full force and
      effect, except with respect to, and only with respect to, those provisions
      that require or permit Hythiam access to PHI that is not in an LDS, which
      provisions shall be deemed modified to provide Hythiam access to PHI that
      has been de-identified under the Privacy Rule and access to PHI in an LDS.

5.    DATA USE AGREEMENT.

5.1   Preparation of the LDS. Hythiam may prepare an LDS in accordance with the
      Privacy Rule and Section 3.1(d) of this B.A. Agreement.

5.2   Minimum Necessary Data. In preparing the LDS, Hythiam will include only
      those data fields which are the minimum necessary to accomplish the
      purposes set forth in Section 5.3 of this B.A. Agreement.

5.3   Permitted Uses and Disclosures of the LDS. Hythiam may use the LDS for its
      Research and Public Health activities, for the Health Care Operations of
      Covered Entity, and as Required By Law. Hythiam may disclose the LDS for
      the same purposes in accordance with the Privacy Rule.

5.4   Responsibilities of Hythiam. With regard to its use and/or disclosure of
      the LDS, Hythiam agrees to:

            a.    not use or further disclose the LDS other than as permitted by
                  Section 5.3 of this B.A. Agreement;

            b.    use appropriate safeguards to prevent use or disclosure of the
                  LDS other than as permitted by Section 5.3 of this B.A.
                  Agreement;

            c.    report to Covered Entity in writing any use or disclosure of
                  the LDS that is not permitted by Section 5.3 of this B.A.
                  Agreement of which Hythiam's management becomes aware and, to
                  the extent practicable, minimize harmful effects of that use
                  or disclosure;

            d.    ensure that any agents, subcontractors, or other third parties
                  to which Hythiam provides the LDS agree to the same
                  restrictions and conditions that apply to Hythiam with respect
                  to such LDS; and

            e.    not use the information in the LDS to identify or contact
                  individuals who are the data subjects.

                                       16


6.    MISCELLANEOUS.

6.1   Agreement. The Agreement is hereby amended to incorporate the terms of
      this B.A. Agreement. The terms of this B.A. Agreement shall prevail in the
      case of any conflict with the terms of the Agreement to the extent and
      only to the extent necessary to allow Covered Entity to comply with the
      Privacy Rule.

6.2   Survival. With respect to the Agreement, Sections 1, 2, 3.2, 3.3, 3.4,
      4.and 6 of this B.A. Agreement shall survive termination of this B.A.
      Agreement and continue indefinitely solely with respect to PHI Hythiam
      retains in accordance with Section 3.2.i. With respect to the Agreement,
      Section 5 of this B.A. Agreement shall survive termination of this B.A.
      Agreement and continue indefinitely solely with respect to any LDS that
      Hythiam possesses.

6.3   No Third Party Beneficiaries. Nothing in this B.A. Agreement shall confer
      upon any person other than the Parties and their respective successors or
      assigns, any rights, remedies, obligations, or liabilities whatsoever.

IN WITNESS WHEREOF, each of the undersigned has caused this B.A. Agreement to be
duly executed in its name and on its behalf.

LITTLE COMPANY OF MARY-SAN PEDRO        HYTHIAM, INC.
HOSPITAL

By:                                     By:
     -------------------------------         -----------------------------

Print Name:                             Print Name:
            ------------------------                ----------------------

Print Title:                            Print Title:
            ------------------------                ----------------------


                                       17

EX-23.3

                           CONSENT OF BDO SEIDMAN, LLP

Hythiam, Inc.
Los Angeles, California

      We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated March 24, 2004, relating to the
consolidated financial statements of Hythiam, Inc., which is contained in that
Prospectus.

/s/ BDO Seidman, LLP
- --------------------------
Los Angeles, California
May 17, 2004