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                                                                   EXHIBIT 10.10

                       AMENDMENT TO OPERATING AGREEMENT OF
                           ARIZONA HEART HOSPITAL, LLC

         THIS AMENDMENT (the "Amendment") to the Operating Agreement (the
"Operating Agreement") of Arizona Heart Hospital, LLC (the "Company") is made
and entered pursuant to Section 11.2 of the Operating Agreement.

                                    RECITALS

         WHEREAS, the Members desire to amend the Operating Agreement in
accordance with the terms of this Amendment.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency which is hereby acknowledged, the Members agree as follows:

         1.       The following provision is hereby inserted as the third
paragraph of Section 8.4 of the Operating Agreement:

                  Notwithstanding anything herein to the contrary, in
         the event that no later than December 31, 2001 MedCath
         Holdings, Inc. ("MHI") or one of MHI's Affiliates conducts an
         underwritten public offering of the common stock of MHI or
         its Affiliate pursuant to an effective registration statement
         under the Securities Act of 1933, as then in effect, and MHI
         or MHI's Affiliate offers shares of its common stock or cash
         to any Member in exchange for such Member's Membership
         Interest or a portion thereof owned by such Member (the
         "Exchange"), MHI and its Affiliates and the Member may,
         notwithstanding the terms of this Agreement, engage in such
         Exchange upon such terms as the Member and MHI or MHI's
         Affiliate may mutually agree, and the Exchange shall not be
         subject to any restrictions on the transfer of Membership
         Interests or rights of first refusal of the Company or of any
         other Member set forth in this Agreement, including, but not
         limited to, those restrictions set forth in this Section 8.4.

         2.       All terms not defined herein shall have the meaning provided
therefor in the Operating Agreement.

         3.       Except as expressly provided herein, all terms and conditions
of the Operating Agreement shall remain in full force and effect.

         4.       This Amendment shall be effective when approved by the Members
in accordance with Section 11.2 of the Operating Agreement

         IN WITNESS WHEREOF, the Members have approved and consented to this
Amendment as of the 25th day of April, 2001.