AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT ( "Amendment No. 1") is
dated April 5, 1998 by and between IntegraMed America, Inc., a Delaware
corporation, with its principal place of business at One Manhattanville Road,
Purchase, New York 10577 ("INMD") and Bay Area Fertility and Gynecology Medical
Group Inc., a California professional medical corporation, with its principal
place of business at 3160 Crow Canyon Road, Suite 150, San Ramon, California
94583 ("Bay Area Fertility").
RECITALS:
WHEREAS, INMD and Bay Area Fertility entered into a Management
Agreement dated January 7, 1997 (the "Management Agreement")which became
effective as of January 8, 1997 ("Effective Date"); and
WHEREAS, INMD is willing to grant to each of Donald Galen, MD, Arnold
Jacobson, MD and Louis Weckstein, MD, the stockholders of Bay Area Fertility
("Stockholders"), warrants to acquire 15,000 shares, respectively, of INMD
Common Stock (the "Warrants") at a price equal to the closing price of INMD
Common Stock on the date of this Agreement, and with an expiration date of the
Warrants that is five (5) years from issuance.; provided, the Stockholders cause
Bay Area Fertility to amend the Management Agreement so as to extend the term
from 20 years to 25 years; and
WHEREAS, Bay Area Fertility, based on approval of Stockholders, is
willing to extend the Management Agreement for five (5) years so as to expire
twenty-five (25) years from the Effective Date.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, INMD and Bay
Area Fertility agree as follows:
1. The first sentence of Section 7.2 of The Management Agreement is
hereby deleted and the following sentence is hereby substituted therefor:
"The term of this Agreement shall begin on the Closing date
and shall expire twenty-five (25) years after such date unless
earlier terminated pursuant to Article 8, below."
2. All other provisions of the Management Agreement, not in conflict
with this Amendment No. 1 remain in full force and effect.
3. This Amendment No. 1 may be executed in any number of separate
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
4. Upon execution of this Amendment by Bay Area Fertility, INMD will
issue the Warrants to the Stockholders.
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
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
By:/s/Arnold Jacobson
--------------------------
Arnold Jacobson, President