AMENDMENT TO MANAGEMENT AGREEMENT
Between
INTEGRAMED AMERICA, INC.
and
MPD MEDICAL ASSOCIATES, P.C.
THIS AMENDMENT, dated as of January 1, 1998, to the MANAGEMENT
AGREEMENT, dated as of June 2, 1997, 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 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
WHEREAS, INMD and PC entered into a Management Agreement, dated as of
June 2, 1997 ["Management Agreement"]; and
WHEREAS, INMD has provided the full complement of services outlined in
the Management Agreement since its Effective Date (as stated therein); and
WHEREAS, in recognition of the additional services and capital provided
to PC and its shareholder, Gabriel San Roman, M.D. ["San Roman"], the parties
have agreed to increase the Basic Management Fee (as such term is used in the
Management Agreement).
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, PC and INMD agree to
the following amendment to the Management Agreement ["Amendment"].
1. Section 6.3.4(a) is hereby nullified and deleted, effective
January 1, 1998 and the Basic Management Fee of INMD shall be
controlled solely by the Management Agreement.
2. Section 7.1.5 is hereby amended to read as follows:
7.1.5(a) for the period between The Effective Financial Date
and December 31, 1997, INMD shall waive Fifteen Thousand
Dollars ($15,000) ["First Monthly Waiver Amount"] of its Basic
Management Fee. For the period between January 1, 1998 and
March 31, 1998, INMD shall waive Five Thousand Dollars
($5,000) of its Basic Management Fee ["Second Monthly Waiver
Amount"]. Commencing with the date April 1, 1998, INMD shall
be entitled to its full Basic Management Fee. The First and
Second Waiver amounts shall be inoperable, retroactive to the
Effective Financial Date, if this Agreement is the subject of
a material breach by PC during the first twelve calendar
months of this Agreement which is not cured pursuant to
Section 8.1.2.
7.1.5(b) for the first twelve (12) months after the Effective
Financial Date of this Agreement, INMD shall, at its expense
provide Dr. San Roman with professional liability coverage, as
a named insured under INMD's professional liability coverage,
which policy shall be in the minimum amount of $1 million per
incident, $3 million in the aggregate, with an A carrier, on a
claims made basis ["IntegraMed Insurance Period"]. This
coverage shall not be a Cost of Service of Advance and this
paragraph does not alter the provisions of section 10.2
hereof.
3. This Amendment is made pursuant to Section 12.5 of the Management
Agreement.
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the day and year first above written.
INTEGRAMED AMERICA, INC.
By: /s/Donald S. Wood
--------------------
Donald S. Wood, Ph.D.
President and Chief Operating Officer of
Reproductive Science Center Division
MPD MEDICAL ASSOCIATES, P.C.
By: /s/Gabriel San Roman
-----------------------
Gabriel San Roman, M.D.