AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
INTEGRAMED AMERICA, INC.
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT ("Amendment No. 2"), dated July 21,
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 5601
Norris Canyon Road, Suite 300, San Ramon, California 94583 ("PC").
WHEREAS, INMD and PC entered into a Management Agreement dated January 7, 1997 (the "Management
Agreement"), as amended by Amendment No. 1 to theManagement Agreement dated April 5, 1998; and
WHEREAS, INMD and PC wish to amend the Management Agreement, in pertinent part to clarify what the
Base Management Fee, as defined in the Management Agreement, includes; and
WHEREAS, INMD and PC wish to amend the Management Agreement to provide for joint responsibilities and
duties under the Management Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and as contained
in the Management Agreement, as amended, INMD and PC agree as follows:
1. Section 3.3.1 of the Management Agreement is hereby deleted in its entirety and the following hereby
"3.3.1 Executive Director. Subject to the approval of the Joint Practice Management Board, INMD shall hire
and appoint an Executive Director or other individual with similar responsibilities to manage and administer all the
day-to-day business functions of the Facilities and shall determine the salary and fringe benefits paid to such
person. At the direction, supervision and control of INMD, such person, subject to the terms of this Agreement,
shall perform the administrative duties assigned by INMD and implement the policies agreed to by the Joint
Practice Management Board."