X0202 4/A 2005-01-31 2005-02-02 1 0001051488 Integrated Healthcare Holdings IHCH.OB 0001305503 Chaudhuri Kali P 6800 INDIANA AVENUE, SUITE 130 RIVERSIDE, CA 92506 0 0 1 0 Common Stock Option (Right to Buy) .30 2005-03-08 4 J 0 50000000 D 2009-11-16 Common Stock 50000000 0 D Secured Convertible Promissory Note .0031 2005-03-08 4 J 0 160000000 D 2004-09-28 2005-09-29 Common Stock 160000000 0 D This Form 4 amends and restates the Form 4 filed on February 2, 2005, to reflect that the conditions precedent to the rescission and cancellation of the option and Secured Convertible Promissory Note ("Note") were not satisfied until March 8, 2005. The option was granted pursuant to the First Amendment to Secured Convertible Note Purchase Agreement dated as of November 16, 2004 between the issuer and the reporting person. The Note was granted pursuant to the Secured Convertible Note Purchase Agreement dated as of September 28, 2004 between the issuer and the reporting person. Pursuant to the Rescission, Restructuring, and Assignment Agreement dated January 27, 2005 between the issuer, the reporting person and certain other parties, as amended by the Payment Agreement dated January 31, 2005 between the same parties (collectively the "Amended Rescission Agreement"), the reporting person was issued a Stock Purchase Warrant on January 31, 2005 that is not scheduled to vest and become exercisable until January 31, 2007. Further pursuant to the Amended Rescission Agreement, the options and the Note were rescinded and cancelled on March 8, 2005, upon the satisfaction of conditions precedent to the effectiveness of the Rescission Agreement. The option would have become exercisable in whole or in part at any time on or after the date that Anil V. Shah, M.D. or his assignee or designee exercises the first tranche of an option as provided in Section 1.1(a) of a Purchase Option Agreement dated as of November 16, 2004 between the issuer and Dr. Shah. /s/ Kali P. Chaudhuri 2005-03-10