AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
MPD MEDICAL ASSOCIATES, P.C.
THIS AMENDMENT NO. 1 ("Amendment No.1") dated as of October 1, 2000 to
the Management Agreement dated as of July 1, 1999 by and between IntegraMed
America, Inc., a Delaware corporation, with its principal place of business at
One Manhattanville Road, Purchase, New York 10577 ("Management Company") and MPD
Medical Associates, P.C., a New York professional services corporation with its
principal place of business at 200 Old Country Road, Mineola, New York 11501
("PC").
RECITALS:
Management Company and PC entered into a Management Agreement dated as
of July 1, 1999 (the "Management Agreement").
Management Company has fully performed the services provided for under
the Management Agreement.
In recognition of the additional services and capital provided to PC,
the parties have agreed to increase the Monthly Management Fee, as such term is
defined in the Management Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, Management Company
and PC agree as follows:
1. Section 6.4 and its subparts are hereby deleted in their
entirety and the following is hereby substituted therefor:
"6.4 PC shall pay Management Company a Monthly Management Fee in the
amount of Sixty Thousand Dollars ($60,000.00) for the period October 1, 2000
through and inclusive of September 30, 2001. Prior to October 1, 2001, PC and
Management Company shall, in good faith negotiate a Monthly Management Fee for
the period commencing October 1, 2001. In the event Management Company and PC
are unable to negotiate successfully a Monthly Management Fee for the period
commencing October 1, 2001, then the Monthly Management Fee of $60,000 shall
remain in effect until such time as a new Monthly Management Fee is agreed
upon."
2. This Amendment is made pursuant to Section 12.5 of the
Management Agreement.
3. All other provisions of the Management Agreement, as amended,
not in conflict with this Amendment No. 1 remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/Gerardo Canet
------------------------------
Gerardo Canet, President & CEO
MPD MEDICAL ASSOCIATES, P.C.
By:/s/Gabriel San Roman
----------------------------------
Gabriel San Roman, M.D., President
