INTEGRAMED AMERICA, INC.
MPD MEDICAL ASSOCIATES (MA), P.C.
THIS AMENDMENT NO. 1 TO SERVICE AGREEMENT ("Amendment No. 1"), is dated March 5, 2002
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 (MA), P.C., a
Massachusetts professional corporation, with its principal place of business at Deaconess-Waltham Hospital, 9
Hope Avenue, Waltham, Massachusetts 02454 ("PC").
WHEREAS, INMD and PC are parties to a Service Agreement dated May 25, 2001, as amended (the
WHEREAS, as a result of uncertainties regarding the future availability of PC's current Facilities, it is the intent of
the parties that pursuant to the Agreement INMD provide for new Facilities for PC and negotiate and enter into,
on or before December 31, 2002 a 10-year lease for such new Facilities (the "New Lease"); and
WHEREAS, INMD and PC wish to amend further the Agreement, in pertinent part, to modify certain financial
and other terms and conditions.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and as contained
in the Agreement, as amended, INMD and PC agree as follows:
1. All capitalized terms used herein shall have the meaning ascribed to the term in the Agreement unless otherwise
2. Section 7.1.5 is hereby deleted in its entirety and the following is substituted therefor:
"7.1.5 Commencing with the execution (the "Lease Date") of the lease for the new Facilities that INMD will
provide for PC (the "New Lease"), an Additional Service Fee, paid monthly, but reconciled quarterly, in
accordance with the following table:
The Additional Service Fee for a given calendar year shall be finally reconciled using the weighted average of the
applicable percentages for such year (based upon the number of months such percentages are in effect), provided
however, the Service Fee for the final