-
AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
MPD MEDICAL ASSOCIATES, P.C.
THIS AMENDMENT XX. 0 ("Xxxxxxxxx Xx. 0"), dated December 3, 2001, to
the Management Agreement dated as of July 1, 1999 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 MPD Medical
Associates, P.C., a New York professional services corporation with its
principal place of business at 000 Xxx Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000
("PC").
RECITALS:
Management Company and PC entered into a Management Agreement dated as
of July 1, 1999, as amended by agreement dated as of October 1, 2000
(collectively, the "Agreement").
Management Company and PC wish to amend further the Agreement, in pertinent part
concerning certain financial and other terms and conditions.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, Management Company
and PC agree as follows:
1. Section 6.4 is hereby deleted in its entirety and the following is
hereby substituted therefor:
"6.4 Commencing January 1, 2002, PC shall pay Management Company a
Monthly Management Fee in the amount of Seventy-Nine Thousand One
hundred Six Dollars ($79,106.00) for the period January 1, 2002 through
and inclusive of December 31, 2002. Prior to January 1, 2003, PC and
Management Company shall, in good faith negotiate a Monthly Management
Fee for the period commencing January 1, 2003. In the event Management
Company and PC are unable to negotiate successfully a Monthly
Management Fee for the period commencing January 1, 2003, then the
Monthly Management Fee of $79,106.00 shall remain in effect until such
time as a new Monthly Management Fee is agreed upon."
2. Section 7.1.2 of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:
"7.1.2 Management Company shall pay each of Dr. San Roman and Xx.
Xxxxxxx Xxxx One-Hundred Seventy-Five Thousand Dollars ($175,000.00),
in cash, within 30 days after execution of this Amendment No.2 as a
result of Xx. Xxxxx Xxxxxxxx and Dr. Xxxxx Seketos each acquiring 25
shares of the capital stock of P.C. in accordance with the terms and
conditions of the Stock Purchase Agreement made as of July 1, 2001,
among PC, Dr. San Roman, Xx. Xxxxxxx Xxxx, Xx. Xxxxx Xxxxxxxx and Dr.
Xxxxx Seketos.
3. This Amendment is made pursuant to Section 12.5 of the Agreement.
4. All other provisions of the Agreement, as amended, not in conflict
with this Amendment No. 2 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx, President & CEO
MPD MEDICAL ASSOCIATES, P.C.
By:/s/Xxxxxxx San Roman, M.D.
------------------------------------
Xxxxxxx San Roman, M.D., President
