AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT, dated as of January 1,
2001 by and between IntegraMed America, Inc., a Delaware corporation, with its
principal place of business at Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000
("IntegraMed") and Bay Area Fertility and Gynecology Medical Group, Inc., a
California medical corporation, with its principal place of business at 0000
Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 ("Bay Area Fertility")
RECITALS:
IntegraMed and Bay Area Fertility entered into a Management Agreement
dated January 7, 1997 (the "Management Agreement"), as amended; and
IntegraMed and Bay Area Fertility wish to amend further the Management
Agreement, in pertinent part, to provide that IntegraMed's Exclusive Management
Right, as defined in the Management Agreement, includes the medical practice of
Xxxxx X. Xxxxxxx, M.D., Medical Corporation. and Xxxxx X. Xxxxxxx, M.D., which
medical practices have merged into Bay Area Fertility effective January 1, 2001.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, IntegraMed and
Bay Area Fertility agree as follows:
1. The term "P.C." set forth in the Management Agreement shall include
Infertility Services rendered by Xxxxx X. Xxxxxxx, M.D., Medical Corporation.
and Xxxxx X. Xxxxxxx, M.D. (collectively referred to herein as "Xxxxxxx") who
entered into a Physician-Shareholder Employment Agreement with Bay Area
Fertility effective January 1, 2001.
2. All representations of and covenants by Bay Area Fertility in the
Management Agreement are hereby amended to include the medical practices of
Xxxxxxx for which IntegraMed has paid a Right to Manage Fee in the amount of
$183,399.00 in cash and given a promissory note in the amount of $183,399.00 for
the exclusive right to manage Xxxxxxx'x practice as merged with Bay Area
Fertilty.
3. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 4 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 4 the
date first above written.
INTEGRAMED AMERICA, INC.
By: /s/Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx, President & CEO
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
By:
