AMENDMENT NO. 7 TO MANAGEMENT AGREEMENT
INTEGRAMED AMERICA, INC.
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 7 TO MANAGEMENT AGREEMENT ("Amendment No. 7") is dated as of April
1, 2000 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 Fertility Centers of Illinois, S.C., an
Illinois medical corporation, with its principal place of business at 3000 North Halsted Street, Suite 509,
Chicago, Illinois 69657 ("FCI").
INMD and FCI entered into a management agreement dated February 28, 1997, as amended, with an effective
date of August 19, 1997 (the "Management Agreement");
INMD and FCI desire to amend further certain financial terms and conditions of the Management Agreement
governing their relationship.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and as contained
in the Management Agreement, INMD and FCI agree as follows:
1. Section 2.1.2 is hereby deleted and the following is substituted therefor, effective January 1, 2000:
"2.1.2 Expenses incurred in recruiting additional physicians for FCI, including, but not limited to employment
agency fees, travel expenses and relocation costs; and, up to $175,000 for the first 12 months of each new
physician's employment to cover such costs as a signing bonus, if any, and salary; provided, however, any such
amount must be approved by the Joint Practice Management Board on a case-by-case basis prior to being
incurred; and provided, further, "additional physician" shall mean a new physician whose hiring is not to replace a
physician who has left P.C. within 12 months prior to the employment of the new physician, but whose hiring
increases PC's full-time equivalent ("FTE") physicians to a number greater than PC's FTE physicians for the
previous 12 months;"
2. Section 6.1.4 of the Management Agreement is hereby deleted in its entirety and the following is