FIRST AMENDMENT

                                       TO

                          REGISTRATION RIGHTS AGREEMENT

         FIRST  AMENDMENT (this "First  Amendment")  dated as of May 5, 2000, by
and among PROMEDCO MANAGEMENT  COMPANY, a Delaware  corporation (the "Company"),
GS CAPITAL  PARTNERS III, L.P., a Delaware  limited  partnership  ("GSCP"),  and
certain  affiliates  of GSCP  set  forth  on the  signature  page of this  First
Amendment (the "GSCP Affiliates", and collectively with GSCP and including their
respective successors and permitted assigns, the "GSCP Parties").

         WHEREAS,  the Company and the GSCP  Parties  previously  entered into a
Registration Rights Agreement (the "Registration  Rights Agreement") dated as of
January 13, 2000; and

         WHEREAS,  the  Company  and  the  GSCP  Parties  desire  to  amend  the
Registration Rights Agreement as set forth herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; Interpretation. Unless otherwise specifically
defined  herein,  each term used  herein  which is defined  in the  Registration
Rights  Agreement  has the  meaning  assigned  to such term in the  Registration
Rights Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar  reference  contained in the  Registration  Rights Agreement shall
from  and  after  the  effective  date  of this  First  Amendment  refer  to the
Registration  Rights Agreement as amended hereby,  except in any instance in the
Registration  Rights  Agreement where any such reference  relates to the date of
the  execution  of the  Registration  Rights  Agreement in which  instance  such
reference  shall relate to the  Registration  Rights  Agreement  without  giving
effect to this amendment.

         SECTION 2.  Amendments.  The  Registration  Rights  Agreement is hereby
amended as follows:

         (a) The first  "Whereas"  clause is hereby  amended and restated in its
entirety as follows:

                  WHEREAS,  the Company and the GSCP Parties have entered into a
Securities  Purchase  Agreement,  dated  as of  January  13,  2000,  and a First
Amendment to Securities Purchase Agreement, dated as of May 5, 2000 (as amended,
the  "Purchase  Agreement"),  pursuant to which,  among other  things,  the GSCP
Parties have purchased 1,250,000 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), of the Company and have agreed, subject to
the terms and conditions set forth  therein,  to purchase  425,000 shares of the
Company's  Series A Convertible  Preferred Stock, par value $0.01 per share (the
"Series A Preferred  Stock") and warrants to purchase 125,000 shares of Series B
Convertible  Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock"); and

         (b) The  following  definitions  from Section 1 are hereby  amended and
restated in their entirety:

                  "Registrable  Securities" means (a) any shares of Common Stock
or Common  Stock  Equivalents  owned by the GSCP  Parties  at any time,  (b) any
shares of Common  Stock  issued or  issuable  upon the  conversion,  exercise or
exchange of any shares of Series A Preferred  Stock or Series B Preferred  Stock
owned by the GSCP Parties at any time, and (c) any shares of Common Stock issued
with respect to the securities referred to in clauses (a), (b) by way of a stock
dividend, stock split or reverse stock split or in connection with a combination
of shares,  recapitalization,  merger,  consolidation  or  otherwise.  As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities  when (A) a  registration  statement with respect to the sale of such
securities shall have been declared  effective under the Securities Act and such
securities  shall have been  disposed of in  accordance  with such  registration
statement,  (B) such securities  shall have been sold (other than in a privately
negotiated  sale)  pursuant to Rule 144 (or any successor  provision)  under the
Securities Act and in compliance with the requirements of paragraphs (f) and (g)
of Rule 144  (notwithstanding  the  provisions of paragraph (k) of such Rule) or
(C) such  securities  may be sold  pursuant to Rule 144(k) under the  Securities
Act.

         (c) The definition of "Series A Preferred Stock" is hereby deleted from
Section 1.

         (d)      Section 2.1(a)(i) is hereby amended as follows:

         (i) by deleting  the words  "15%" and  inserting  in place  thereof the
words "25%"; and

                  (ii) by  adding  the  words  "and  Series B  Preferred  Stock"
         immediately after the words "Series A Preferred Stock".

         SECTION 3.  Counterparts;  Effectiveness.  This First  Amendment may be
signed in any number of counterparts,  each of which shall be an original,  with
the same  effect as if the  signatures  thereto  and  hereto  were upon the same
instrument.  This First Amendment shall become  effective when each party hereto
shall  have  received  counterparts  hereof  signed by all of the other  parties
hereto.

         SECTION 4.  Miscellaneous.  Except as expressly set forth in this First
Amendment,  the  Registration  Rights Agreement shall otherwise remain unchanged
and in full force and effect and remain binding upon the parties hereto.

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
First Amendment or have caused this First Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.

                           PROMEDCO MANAGEMENT COMPANY

                                            By:
                                                 Name:
                                                 Title:


                                            GS CAPITAL PARTNERS III, L.P.

                          By: GS Advisors III, L.L.C.,

                               its general partner

                                            By:   _____________________
                                                  Name:
                                                  Title:
                                          GS CAPITAL PARTNERS III OFFSHORE, L.P.

                          By: GS Advisors III, L.L.C.,

                               its general partner

                                            By:   _____________________
                                                  Name:
                                                  Title:


<PAGE>

                                            GOLDMAN, SACHS & CO.
                                VERWALTUNGS GMBH

                                            By:   _____________________
                                                  Name:
                                                  Title:

                                            and

                                            By:   _____________________
                                                  Name:
                                                  Title:


                                            STONE STREET FUND 2000, L.P.

                         By: Stone Street 2000, L.L.C.,

                               its general partner

                                            By:_____________________
                                                  Name:
                                                  Title: