AMENDMENT TO MANAGEMENT AGREEMENT
INTEGRAMED AMERICA, INC.
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").
WHEREAS, INMD and PC entered into a Management Agreement, dated as of June 2, 1997 ["Management
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
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 shal