AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT ("Amendment No. 3") is
dated September 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("IntegraMed") and Shady Grove Reproductive Science
Center, P.C., a Maryland professional corporation, having a place of business at
15001 Shady Grove Road, Suite 400, Rockville, Maryland 20850 ("Shady Grove").
RECITALS:
WHEREAS, Shady Grove (formerly known as Levy, Sagoskin & Stillman,
M.D., P.C.) and Shady Grove Fertility Centers, P.C. ("PC") entered into a
management agreement dated March 11, 1998 pursuant to which PC agreed to provide
certain management and administrative services to Shady Grove (the "Management
Agreement"); and
WHEREAS, PC changed its name to "Shady Grove Fertility Centers, Inc."
("New Shady Grove") on March 12, 1998 and IntegraMed acquired the majority of
the stock of New Shady Grove on March 12, 1998 and the remaining stock of New
Shady Grove on January 5, 1999; and
WHEREAS, New Shady Grove and IntegraMed, entered into a submanagement
agreement ("Submanagement Agreement"), with PC's consent, dated March 12, 1998
pursuant to which IntegraMed agreed to perform certain duties and
responsibilities of New Shady Grove under the Management Agreement; and
WHEREAS, the Management Agreement was amended by amendments dated April
16, 1998 and May 6, 1998; and
WHEREAS, New Shady Grove, a wholly-owned subsidiary of IntegraMed, was
merged into IntegraMed on March 29, 1999; and
WHEREAS, IntegraMed and Shady Grove desire to clarify certain terms and
conditions of the Management Agreement, as amended.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, IntegraMed and
Shady Grove agree as follows:
1. As a result of the merger of New Shady Grove, a wholly-owned
subsidiary of IntegraMed, into IntegraMed effective March 29, 1999, all the
rights and obligations of New Shady Grove under the Management Agreement inured
to the benefit of IntegraMed, as successor-in-interest, and the Submanagement
Agreement terminated by operation of law.
2. Sections 3.1.2 (iii) and (iv) of The Management Agreement are hereby
deleted and the following are hereby substituted therefor, retroactive to March
12, 1998:
"(iii) to receive payments from insurance companies,
prepayments received from health care plans and all other
third-party payors, and patient deposits (for purposes of this
Agreement patient deposits shall mean any payment in the form
of cash, note, check, money order or other instrument received
from a patient in advance of services being rendered to the
patient which collectively shall be hereinafter referred to as
"Patient Deposits"); (iv) to take possession of and endorse in
the name of PC (and/or in the name of any Physician Employee
or Other Professional Employee rendering Infertility Services
to patients of PC) any Patient Deposits and notes, checks,
money orders, and other instruments received in payment of
Receivables;"
3. The Management Agreement is hereby amended to add the following
new Section 7.2.3 to Article 7, retroactive to March 12, 1998:
"7.2.3 On or before the 15th business day of each month,
Management Company shall reconcile all shared risk receipts
and Patient Deposits, as herein defined, of PC arising during
the previous calendar month and PC hereby pays, transfers and
assigns to Management Company, and Management Company hereby
accepts from PC, all Patient Deposits hereafter owned by or
arising in favor of PC during each such previous month. All
Patient Deposits shall be paid to Management Company, in
consideration of management services in accordance with this
Article 7, subject to refund to PC in the event the applicable
Infertility Services for which the Patient Deposit was paid
are not performed by PC.
4. All other provisions of the Management Agreement, as amended,
not in conflict with this Amendment No. 3 remain in full force and effect.
5. This Amendment No. 3 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.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 3
the date first above written.
INTEGRAMED AMERICA, INC.
By:/s/Gerardo Canet
------------------------------
Gerardo Canet, President & CEO
SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.
By:/s/Michael J. Levy
--------------------------------
Michael J. Levy, M.D., President