FIRST AMENDMENT

                                       TO

                          SECURITIES PURCHASE 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 assigns, the "Investors",  and each individually,  an
"Investor").

         WHEREAS,  the  Company  and the  Investors  previously  entered  into a
Securities Purchase Agreement (the "Securities  Purchase Agreement") dated as of
January 13, 2000; and

         WHEREAS,  the Company and the Investors  desire to amend the Securities
Purchase 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  Securities
Purchase  Agreement  has the  meaning  assigned  to such term in the  Securities
Purchase  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 Securities Purchase Agreement
shall from and after the  effective  date of this First  Amendment  refer to the
Securities  Purchase Agreement as amended hereby,  except in any instance in the
Securities  Purchase  Agreement where any such reference  relates to the date of
the  execution  of the  Securities  Purchase  Agreement in which  instance  such
reference  shall relate to the  Securities  Purchase  Agreement  without  giving
effect to this amendment.

         SECTION 2.  Amendments.  The  Securities  Purchase  Agreement is hereby
amended as follows:

         (a) The second and third  "Whereas"  clauses  are  hereby  amended  and
restated in their entirety as follows:

                  WHEREAS,  upon the terms and  subject  to the  conditions  set
forth in this  Agreement,  at the second  closing  (the "Second  Closing"),  the
Company  wishes to issue and sell to the  Investors,  and the Investors  wish to
purchase  from the  Company,  an aggregate  of 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 (the "Warrants") to purchase up to 125,000 shares
of the Company's Series B Convertible Preferred Stock, par value $0.01 per share
(the "Series B Preferred Stock"; and together with the Series A Preferred Stock,
the "Preferred Stock"); and

                  WHEREAS,  the Investors and the Company  desire to provide for
the purchase and sale of the Notes, the GS Shares,  the Series A Preferred Stock
and the Warrants and to establish  certain rights and  obligations in connection
therewith.

         (b) The  definitions of  "Additional  Financing"  and  "Certificate  of
Designation" in Section 1.1 are hereby deleted.

         (c) The following  definitions  from Section 1.1 are hereby amended and
restated in their entirety:

                  "Conversion  Shares"  shall  mean the  shares of Common  Stock
issuable  upon  conversion  of the  Series A  Preferred  Stock and the  Series B
Preferred Stock.

                  "Preferred  Stock" shall mean the Series A Preferred Stock and
the Series B Preferred Stock.

                  "Second  Closing  Payment" shall be an amount in cash equal to
$795,000  payable to the Investors at the Second  Closing as provided in Section
2.4.

                  "Shareholder  Rights Plan" shall mean the Agreement,  dated as
of February 18, 1997,  between the Company and Harris Trust  Company,  as Rights
Agent, as amended.

                  "Standstill Period" shall mean the period from the date hereof
until the later of (i) the third  anniversary  of the date  hereof  and (ii) the
date on which GSCP and the GSCP  Affiliates  and  Affiliates  controlled by them
beneficially  own,  in the  aggregate,  a  number  of  shares  of  Common  Stock
constituting  less than 10.0% of the Second  Closing  Ownership  Amount (as such
ownership  may be adjusted  from time to time for stock  splits,  reverse  stock
splits,  dividends paid in Common Stock,  reclassifications of the Common Stock,
and other similar events).

                  "Transaction Documents" shall mean this Agreement,  the Notes,
the Warrant Agreement, the Voting Agreements, the Lock-up Agreements, the Series
A Certificate  of  Designation,  the Series B Certificate  of  Designation,  the
Registration  Rights Agreement and all other contracts,  agreements,  schedules,
certificates  and other documents  being delivered  pursuant to or in connection
with this Agreement or the transactions contemplated hereby or thereby.

         (d)      The following definitions are hereby added to Section 1.1:

         "Amended and Restated Credit Agreement" shall have the meaning ascribed
thereto in Section 5.3.

                  "PIK  Notes"  shall have the meaning  ascribed  thereto in the
Notes.

                  "Series A Certificate of  Designation"  shall have the meaning
ascribed thereto in Section 2.6(a)(iv).

                  "Series B Certificate of  Designation"  shall have the meaning
ascribed thereto in Section 2.6(a)(v).

                  "Second  Closing  Ownership  Amount"  shall mean the number of
shares of Common  Stock  beneficially  owned by the  Investors  as of the Second
Closing (excluding the number of shares of Common Stock issuable upon conversion
of the Series B Preferred Stock).

                  "Series A Preferred  Stock"  shall have the  meaning  ascribed
thereto in the recitals.

                  "Series B Preferred  Stock"  shall have the  meaning  ascribed
thereto in the recitals.

                  "Warrant Agreement" shall have the meaning ascribed thereto in
Section 2.6(a)(iii).

                  "Warrant  Shares"  shall mean the shares of Series B Preferred
Stock issuable upon exercise of the Warrants.

                  "Warrants"  shall  have the  meaning  ascribed  thereto in the
recitals.

         (e) The  heading of Article II is hereby  amended  and  restated in its
entirety as follows:


                                 ARTICLE II
  ISSUANCE AND SALE OF NOTES, GS SHARES, SERIES A PREFERRED STOCK AND WARRANTS

         (f) Section  2.4 is hereby  amended  and  restated  in its  entirety as
follows:

                  2.4.  Second  Issuance,  Purchase and Sale. Upon the terms and
subject to the conditions set forth herein,  at the Second Closing,  the Company
shall issue and sell to each Investor, and each Investor shall purchase from the
Company, the number of shares of Series A Preferred Stock and Warrants set forth
opposite such  Investor's  name on the signature page of the First  Amendment to
this Agreement (i) for an aggregate  cash purchase  price equal to  $26,500,000,
minus the sum of (x) the Second  Closing  Payment,  (y) any  accrued  and unpaid
interest on the Notes through and including the Second  Closing Date and (z) the
aggregate  principal  amount of any PIK Notes issued to the  Investors  together
with any accrued and unpaid  interest  thereon  through and including the Second
Closing Date (the "Second  Closing Cash Purchase  Price"),  and (ii) in exchange
for all of the Notes  and GS  Shares  issued  to such  Investor  at the  Initial
Closing  (the  transactions  to  occur  at  the  Second  Closing,   the  "Second
Purchase");  provided,  that the  Investors  shall have the right to  reallocate
among the Investors the Series A Preferred Stock and Warrants to be purchased by
each Investor by delivering  written notice of such  reallocation to the Company
not  less  than  three  days  prior  to the  Second  Closing  so  long  as  such
reallocation  does not change the total  number of Series A Preferred  Stock and
Warrants being  acquired  hereunder or the Second Closing  Purchase  Price.  The
Company and the Investors  agree that for U.S.  federal,  state and local income
Tax purposes, the portion of the Second Closing Cash Purchase Price allocable to
the Warrants  shall be $547,797.  The Company and the Investors  agree that they
shall not take any position inconsistent with any such allocation.

         (g) Section  2.6(a) is hereby  amended and  restated in its entirety as
follows:

         (a) At the Second  Closing,  the Company shall deliver to the Investors
the following:

                           (i) certificates  representing the shares of Series A
         Preferred  Stock in the amounts set forth opposite such Investor's name
         on the signature page to the First Amendment to this Agreement;

                           (ii) certificates representing the number of Warrants
         being  purchased by each Investor as set forth opposite such Investor's
         name on the signature page to the First Amendment to this Agreement;

                           (iii) an executed copy of the Warrant  Agreement,  in
         the form of Exhibit A to the First  Amendment  to this  Agreement  (the
         "Warrant Agreement");

                           (iv) a copy of the  Certificate of Designation of the
         Series A Preferred  Stock (the "Series A Certificate of  Designation"),
         as filed with the Secretary of State of the State of Delaware;

                           (v) a copy of the  Certificate  of Designation of the
         Series B Preferred  Stock (the "Series B Certificate of  Designation"),
         as filed with the Secretary of State of the State of Delaware;

                           (vi) a copy  of the  executed  Amended  and  Restated
         Credit Agreement and evidence,  satisfactory to the Investors, that the
         transactions  contemplated  thereunder  shall have  closed  prior to or
         simultaneously with the Second Closing;

                           (vii) an opinion of the Company's  counsel,  dated as
         of the Second  Closing Date,  addressed to the Investors in the form of
         Exhibit B to the First Amendment to this Agreement, which opinion shall
         be satisfactory to the Investors;

         (viii) a copy of the resolutions adopted by the Company's  stockholders
at the  Stockholders  Meeting,  which  resolutions  shall be satisfactory to the
Investors;

         (ix)  evidence,  satisfactory  to the  Investors,  that  the  Preferred
Designees  have been  appointed to the Board of Directors  and that the Board of
Directors consists of ten directors effective as of the Second Closing;

         (x) evidence,  satisfactory  to the Investors,  that the Warrant Shares
have been reserved for issuance and delivery;

         (xi)  evidence,  satisfactory  to the  Investors,  that the  Conversion
Shares have been  reserved  for issuance and  delivery  upon  conversion  of the
Preferred Stock;

         (xii) copies of all third-party consents required to be obtained by the
Company  prior to the Second  Closing  as set forth on  Schedule  6.2(h),  which
consents shall be satisfactory to the Investors;

         (xiii) an Officers'  Certificate,  dated as of the Second Closing Date,
certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been
satisfied; and

         (xiv) such other instruments and documents as the Investors  reasonably
request.

         (h) Section  2.6(b)(ii) is hereby  amended by adding the words "and any
PIK Notes issued to the Investors  prior to the Second  Closing" after the words
"Initial Closing".

         (i) The  heading  and  preamble  of Article  III is hereby  amended and
restated in its entirety as follows:


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company  hereby  represents and warrants to each Investor,
as of January 13, 2000 with respect to all representations and warranties and as
of May 5, 2000 with  respect to all  representations  and  warranties  that were
modified by the First Amendment to this Agreement,  and as of the Second Closing
Date with respect to all of the  representations  and  warranties (to the extent
the Second Closing is consummated), as follows:

         (j) Section  3.2 is hereby  amended  and  restated  in its  entirety as
follows:

                  3.2. Due Authorization.  The Company has all right,  corporate
power  and  authority  to  enter  into  this  Agreement  and  each of the  other
Transaction  Documents to which it is a party and to consummate the transactions
contemplated  hereby and thereby.  The  execution and delivery by the Company of
this  Agreement  and each of the other  Transaction  Documents  to which it is a
party, the issuance and sale of the Notes, the GS Shares, the Series A Preferred
Stock and the  Warrants by the Company and the  compliance  by the Company  with
each of the  provisions  of this  Agreement  and each of the  other  Transaction
Documents to which it is a party  (including the reservation and issuance of the
Conversion  Shares,  the  reservation  and issuance of Warrant  Shares,  and the
consummation by the Company of the transactions contemplated hereby and thereby)
(a) are within the  corporate  power and  authority  of the Company and (b) have
been duly authorized by all requisite  corporate  proceedings on the part of the
Company,  except for the approval by the stockholders of the Company  referenced
in Section 5.6. The Board of Directors has  determined  that it is advisable and
in the best interest of the Company's stockholders for the Company to consummate
the issuance and sale of the Notes, the GS Shares,  the Series A Preferred Stock
and the Warrants upon the terms and subject to the  conditions set forth in this
Agreement,  and has  unanimously  recommended  that the  Company's  stockholders
approve the transactions referenced in Section 5.6. As of May 5, 2000, the Board
of Directors consists of eight directors and the Initial Noteholder Designee has
been  duly  appointed  to serve as a member of the  Board of  Directors  and the
Executive  Committee  of the Board of  Directors  as of January 20,  2000.  This
Agreement  has been,  and each of the other  Transaction  Documents to which the
Company is a party when  executed and delivered by the Company will be, duly and
validly executed and delivered by the Company,  and this Agreement  constitutes,
and each of such other Transaction  Documents when executed and delivered by the
Company  will  constitute,   a  valid  and  binding  agreement  of  the  Company
enforceable  against  the  Company  in  accordance  with its  terms,  except  as
enforceability  against  the Company  may be limited by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or similar  Laws now or  hereafter  in
effect  relating to the rights of creditors  generally.  The GS Shares have been
duly and validly issued and are outstanding,  fully paid and  nonassessable.  At
the Second Closing, the Conversion Shares will be validly reserved for issuance,
and upon issuance in accordance with the Series A Certificate of Designation and
Series  B  Certificate  of  Designation  will be duly  and  validly  issued  and
outstanding,  fully paid and nonassessable.  At the Second Closing,  the Warrant
Shares will be validly  reserved for  issuance,  and upon issuance in accordance
with the terms of the Warrants will be duly and validly issued and  outstanding,
fully paid and nonassessable.

         (k) Section  3.3 is hereby  amended  and  restated  in its  entirety as
follows:

                  3.3.  Capitalization.  As of January 13, 2000 and May 5, 2000,
the authorized capital stock of the Company consists of (i) 50,000,000 shares of
Common Stock,  of which  21,732,423  shares are issued and  outstanding and (ii)
20,000,000  shares of preferred  stock,  par value $0.01 per share,  of which no
shares are issued and outstanding.  All of the issued and outstanding  shares of
Common Stock have been duly  authorized and are validly  issued,  fully paid and
nonassessable. Other than the shares of Series A Preferred Stock to be issued to
the Investors at the Second Closing and the Warrant Shares, no shares of capital
stock of the Company are entitled to preemptive  rights.  Except as set forth on
Schedule  3.3,  as  disclosed  in the SEC  Reports  or as  contemplated  by this
Agreement  or  the  other  Transaction  Documents,   there  are  no  outstanding
subscription rights, options,  warrants,  convertible or exchangeable securities
or other  rights of any  character  whatsoever  relating  to issued or  unissued
capital stock of the Company,  or any  Commitments  of any character  whatsoever
relating to issued or unissued capital stock of the Company or pursuant to which
the Company or any of the  Subsidiaries is or may become bound to issue or grant
additional shares of its capital stock or related subscription rights,  options,
warrants,  convertible or exchangeable  securities or other rights,  or to grant
preemptive rights.  Except as set forth on Schedule 3.3, as disclosed in the SEC
Reports or as contemplated by this Agreement or the other Transaction Documents,
(i) the Company has not agreed to register any  securities  under the Securities
Act or under any state  securities  law or  granted  registration  rights to any
Person or entity and (ii) there are no voting trusts,  stockholders  agreements,
proxies or other Commitments or understandings in effect to which the Company is
a party or of which it has  Knowledge  with respect to the voting or transfer of
any of the shares of Common  Stock.  Except as set forth on Schedule 3.3, to the
extent that any options, warrants or any of the other rights described above are
outstanding,  neither the  issuance  and sale of the Notes,  the GS Shares,  the
Preferred Stock, the Warrants,  nor the issuance of any Conversion Shares or the
Warrant Shares will result in an adjustment of the exercise or conversion  price
or  number  of shares  issuable  upon the  exercise  or  conversion  of any such
options, warrants or other rights.

         (l) Section 3.9 of the Securities  Purchase Agreement is hereby amended
by adding the following
paragraph (c) to the end thereof:

                  (c) The  Company  has  received  all  consents  required to be
obtained  prior to the  execution  and  delivery of the First  Amendment to this
Agreement  including,  without  limitation,  the consent of the Required Lenders
under the Credit  Agreement to the transactions  contemplated  hereby and by the
other  Transaction  Documents.  The Company  has  delivered  to the  Investors a
complete and correct copy of a commitment  letter from General  Electric Capital
Corporation  relating  to its  agreement  to purchase  $20 million in  aggregate
principal  amount of the  Company's  Tranche B Term Notes  under the Amended and
Restated Credit Agreement.

         (m) Section 3.20 of the Securities Purchase Agreement is hereby amended
and restated in its entirety as follows:

                  3.20.  Offering  of the  Notes,  the GS  Shares,  the Series A
Preferred Stock and the Warrants. (a) It is not necessary in connection with the
offer,  sale and  delivery of the Notes,  the GS Shares,  the Series A Preferred
Stock or the Warrants to the Investors to register the Notes, the GS Shares, the
Series A Preferred  Stock or the Warrants under the  Securities  Act. Until such
time as the exchange notes are issued pursuant to the Exchange and  Registration
Rights  Agreement  or the  Notes or  exchange  notes  are  otherwise  registered
pursuant to an effective  registration statement under the Securities Act, it is
not  necessary to qualify an indenture  relating to the Notes or exchange  notes
under the TIA.

                  (b) The Company has not, directly or indirectly, offered, sold
or solicited any offer to buy and will not, directly or indirectly,  offer, sell
or solicit any offer to buy,  any  security of a type or in a manner which would
be integrated with the sale of the Notes, the GS Shares,  the Series A Preferred
Stock or the Warrants and require any of the Notes, the GS Shares,  the Series A
Preferred Stock or the Warrants to be registered  under the Securities Act. None
of the  Company,  its  Affiliates  or any  person  acting on its or any of their
behalf has engaged or will engage in any form of general solicitation or general
advertising  (within  the meaning of Rule 502(c)  under the  Securities  Act) in
connection with the offering of the Notes, the GS Shares, the Preferred Stock or
the Warrants.  With respect to any Notes, GS Shares, Series A Preferred Stock or
Warrants,  if any, sold in reliance upon the exemption afforded by Regulation S:
(i) none of the Company,  its  Affiliates  or any person  acting on its or their
behalf has engaged or will engage in any  directed  selling  efforts  within the
meaning of Regulation S and (ii) each of the Company and its  Affiliates and any
Person  acting on its or their  behalf has  complied  and will  comply  with the
offering restrictions set forth in Regulation S.

                  (c) The Notes are  eligible  for resale  pursuant to Rule 144A
and will not, as of the date hereof,  be of the same class as securities  listed
on a national securities exchange registered under Section 6 of the Exchange Act
or quoted on a U.S. automated interdealer quotation system.

         (n)  Section  3.22 is hereby  amended and  restated in its  entirety as
follows:

                  3.22. Solvency. The Company is not, and after giving effect to
the issuance and sale of the Notes, the GS Shares,  the Series A Preferred Stock
and the  Warrants,  and the  exercise of the  Warrants  and the  purchase of the
Warrant  Shares in connection  therewith,  and the  application  of the proceeds
therefrom  will not be,  insolvent  within the meaning of Title 11 of the United
States Code or any comparable state law provision.

         (o) Section  4.1 is hereby  amended  and  restated  in its  entirety as
follows:

         4.1. Acquisition for Investment.  Such Investor is acquiring the Notes,
the GS  Shares,  the  Series A  Preferred  Stock  and the  Warrants  for its own
account,  for investment and not with a view to the distribution  thereof within
the meaning of the Securities Act.

         (p) Section  4.2 is hereby  amended  and  restated  in its  entirety as
follows:

                  4.2. Restricted Securities. Such Investor understands that (i)
the Notes, the GS Shares, the Series A Preferred Stock and the Warrants will not
be registered under the Securities Act or any state securities laws by reason of
their  issuance by the  Company in a  transaction  exempt from the  registration
requirements  thereof and (ii) the Notes, the GS Shares,  the Series A Preferred
Stock, the Warrants,  the Conversion  Shares and the Warrant Shares,  may not be
sold  unless  such  disposition  is  registered  under  the  Securities  Act and
applicable state securities laws or is exempt from registration thereunder.

         (q)  Section   5.1(iii)  is  hereby   amended  by  deleting  the  words
"Certificate of Designation"  and inserting in place thereof the words "Series A
Certificate of Designation and Series B Certificate of Designation".

         (r) Section  5.3 is hereby  amended  and  restated  in its  entirety as
follows:

                  5.3. Bank Financing.  Prior to or concurrently with the Second
Closing,  the Company  shall have entered  into an amended and  restated  credit
agreement with its lenders on terms  satisfactory to the Investors in their sole
discretion  (the  "Amended  and  Restated  Credit  Agreement"),  and the closing
thereunder  shall  have  occurred.   Without  limiting  the  generality  of  the
foregoing,  the Amended and Restated Credit Agreement shall provide, among other
things,  for (i) a  commitment  from General  Electric  Capital  Corporation  to
purchase $20 million in aggregate  principal  amount of the Company's  Tranche B
Term Notes; and (ii) Bank of America,  N.A.'s revolving credit  commitment to be
increased by at least $5 million from its existing  revolving credit  commitment
under the Credit  Agreement.  In  determining  whether the Amended and  Restated
Credit Agreement is satisfactory to the Investors in their sole discretion,  the
Investors  shall not be deemed to have accepted or agreed to any terms contained
in any draft  documents or term sheets  disclosed to the Investors  prior to the
execution and delivery of the First Amendment to this Agreement.

         (s) Section  5.6 is hereby  amended  and  restated  in its  entirety as
follows:

                  5.6. Proxy Statement;  Stockholders Meeting. The Company shall
hold the Stockholders  Meeting as soon as practicable  after the date hereof for
the purpose of acting upon this Agreement and the transactions to be consummated
at the Second Closing to the extent requiring stockholder  approval,  including,
without  limitation,  the issuance and sale of the Series A Preferred  Stock and
the Warrants to the Investors;  provided,  however, that at the request of GSCP,
the Company shall adjourn the  Stockholders  Meeting from time to time until all
of the conditions set forth in Article VI (other than the condition set forth in
Section  6.1(c) and other than those  conditions  that by their nature are to be
satisfied  at the  Second  Closing)  are  satisfied  or  waived,  such  that the
Stockholders  Meeting shall take place on the same day as the Second  Closing in
accordance with Section 2.5. The Company shall  recommend that its  stockholders
approve this Agreement and the transactions  contemplated  hereby requiring such
stockholder  approval.  The Company and the  Investors  shall  cooperate  in the
preparation of the Proxy Statement to be mailed to the Company's stockholders in
connection with the solicitation of such approval and shall use their reasonable
best efforts to take, or cause to be taken, all actions necessary to prepare the
Proxy  Statement,  file the  Proxy  Statement  with the SEC and  respond  to any
comments  it may have,  and  distribute  the Proxy  Statement  to the  Company's
stockholders as expeditiously as practicable;  provided,  that the Company shall
file the Proxy  Statement  with the SEC no later than  January  31, 2000 and the
Company  shall file a supplement to the Proxy  Statement in connection  with the
execution of the First  Amendment to this  Agreement no later than May 15, 2000.
The Company  shall give the  Investors a  reasonable  opportunity  to review and
comment on the Proxy Statement and related  communications  with stockholders of
the  Company,  and  the  Investors  shall  have  the  right  to  consent  to any
descriptions  of or references to (i) the Investors or any of their  Affiliates,
and  (ii)  the  Transaction   Documents  and  the  other   agreements   executed
concurrently  therewith and the transactions  contemplated  thereby in the Proxy
Statement  or such  communications,  which  consent  shall  not be  unreasonably
withheld or delayed.

         (t) Section  5.9(b) is hereby  amended and  restated in its entirety as
follows:

                  (b)  From  the  Second  Closing  Date  and  for so long as the
Investors and their Affiliates  collectively  beneficially own not less than (i)
66 2/3% of the  Second  Closing  Ownership  Amount  (as  such  ownership  may be
adjusted for stock splits, reverse stock splits, dividends paid in Common Stock,
reclassifications  of the Common Stock,  and other similar  events),  GSCP shall
have the right to designate, at all times and from time to time, three directors
of the Company;  (ii) 33 1/3% of the Second  Closing  Ownership  Amount (as such
ownership may be adjusted for stock splits, reverse stock splits, dividends paid
in Common  Stock,  reclassifications  of the  Common  Stock,  and other  similar
events),  GSCP shall have the right to designate,  at all times and from time to
time,  two  directors  of the  Company;  and (iii)  10.0% of the Second  Closing
Ownership  Amount (as such  ownership may be adjusted for stock splits,  reverse
stock splits,  dividends paid in Common Stock,  reclassifications  of the Common
Stock, and other similar events), GSCP shall have the right to designate, at all
times and from time to time, one director of the Company (individuals designated
pursuant to this  paragraph,  the "Preferred  Designees",  and together with the
Noteholder Designees, the "Investor Designees"). The Initial Preferred Designees
elected  pursuant to  paragraph  (c) below and the Initial  Noteholder  Designee
elected prior to the Initial Closing shall be the initial Preferred Designees.

         (u) Section  5.9(f) is hereby  amended and  restated in its entirety as
follows:

                  (f) After the date hereof,  without the prior written  consent
of GSCP, the Board of Directors (i) shall not consist of more than eight members
so long as the Investors and their  Affiliates  own any Notes and (ii) shall not
consist of more than ten members so long as the Investors  and their  Affiliates
beneficially  own at least  10.0% of Second  Closing  Ownership  Amount (as such
ownership may be adjusted for stock splits, reverse stock splits, dividends paid
in Common  Stock,  reclassifications  of the  Common  Stock,  and other  similar
events).

         (v)  Section  5.10 is hereby  amended and  restated in its  entirety as
follows:

                  5.10. Certificates of Designation. The Series A Certificate of
Designation,  in the form of Exhibit C to the First Amendment to this Agreement,
and the Series B  Certificate  of  Designation,  in the form of Exhibit D to the
First Amendment to this Agreement,  set forth the terms,  designations,  powers,
preferences  and  relative  participation,  optional and other  special  rights,
qualifications, limitations and restrictions of the Series A Preferred Stock and
the Series B  Preferred  Stock,  respectively.  The Company  shall,  prior to or
concurrently  with  the  Second  Closing,  cause  the  Series A  Certificate  of
Designation  and  Series B  Certificate  of  Designation  to be  filed  with the
Secretary of State of the State of Delaware.

         (w)      Section 5.15 is hereby amended and restated as follows:

                  5.15. Transfer Taxes. The Company shall be responsible for any
Liability  with  respect to any  transfer,  stamp or  similar  Taxes that may be
payable in  connection  with the  execution,  delivery and  performance  of this
Agreement  including,  without  limitation,  any such Taxes with  respect to the
issuance or transfer of the Notes, the GS Shares,  the Series A Preferred Stock,
the Warrants, the Conversion Shares or the Warrant Shares.

         (x)      Section 5.16(a) is hereby amended and restated as follows:

                  (a) So long as any Notes, GS Shares, Preferred Stock, Warrants
or  Conversion  Shares are  outstanding,  the  Company  shall  file all  reports
required to be filed by it under the  Securities  Act and the  Exchange  Act and
after the Second  Closing,  shall take such further  action as the Investors may
reasonably  request,  all to the extent required to enable the Investors to sell
any of the foregoing  securities  pursuant to and in  accordance  with Rule 144.
Such action shall  include,  but not be limited to,  making  available  adequate
current public  information  meeting the  requirements  of paragraph (c) of Rule
144. During the period of two years following the Initial  Closing,  the Company
shall  not,  and shall not permit any of its  Affiliates  to,  resell any of the
Notes which  constitute  "restricted  securities"  under Rule 144 that have been
reacquired by any of them.

         (y)      Section 5.18(a) is hereby amended and restated as follows:

                  (a)  From  the  Second  Closing  Date  and  for so long as the
Investors collectively  beneficially own not less than 10.0% of the total number
of shares  of  Common  Stock  outstanding  from  time to time,  in the event the
Company  proposes to issue any capital stock of any kind  (including  any Common
Stock,  preferred  stock,  warrants,  options or securities or units  comprising
securities  convertible into or exchangeable for Common Stock or preferred stock
or rights to acquire  the same) of the  Company,  other than (1)  pursuant to an
employee or  non-management  director stock option plan, stock bonus plan, stock
purchase plan or other  management  equity  program or plan, (2) pursuant to any
merger,  share exchange or acquisition  pursuant to which shares of Common Stock
are  exchanged  for,  or issued  upon  cancellation  or  conversion  of,  equity
securities of an entity engaged primarily in, or to acquire assets primarily for
use in, the business conducted by the Company and the Subsidiaries or a business
reasonably   related  to  the   business   conducted  by  the  Company  and  the
Subsidiaries,  or (3)  securities  issuable upon  exercise of previously  issued
warrants, options or other rights to acquire capital stock or upon conversion of
previously  issued  securities  convertible into capital stock, then the Company
shall:

         (i) deliver to the Investors written notice setting forth in reasonable
detail (1) the terms and provisions of the securities proposed to be issued (the
"Proposed  Securities");  (2) the price and other terms of the proposed  sale of
such securities;  (3) the amount of such securities  proposed to be issued;  and
(4) such other  information as the Investors may reasonably  request in order to
evaluate the proposed issuance; and

         (ii) offer to issue to the  Investors in the aggregate a portion of the
Proposed Securities equal to a percentage  determined by dividing (x) the number
of  shares  of  Common  Stock  beneficially  owned by the  Purchasers  (assuming
exercise of the Warrants (and  conversion of the Warrant Shares upon exercise of
the Warrants into Common Stock) and  conversion of all of the shares of Series A
Preferred Stock into Common Stock),  by (y) the total number of shares of Common
Stock then outstanding.

The Investors must exercise the purchase  rights  hereunder  within ten business
days after receipt of such notice from the Company.

         (z)  Section  5.19(a)  is hereby  amended  by  deleting  the words "the
Investors"  and  inserting  in  place  thereof  the  words  "GSCP  and the  GSCP
Affiliates".

         (aa) Section  5.19(a)(A)  is hereby  amended by deleting the words "the
Investors"  and  inserting  in  place  thereof  the  words  "GSCP  and the  GSCP
Affiliates".

         (bb) Section  5.19(a)(B)  is hereby  amended by deleting the words "the
Investors or the Investor  Designees"  and  inserting in place thereof the words
"GSCP and the GSCP Affiliates or Investor Designees appointed by GSCP".

         (cc) Section  5.19(b) is hereby  amended by inserting the words "Series
A" before the words "Certificate of Designation".

         (dd) Section 5.20 is hereby  amended by inserting  the words "Series A"
before the words "Preferred
Stock".

         (ee)  Section  5.22 is hereby  amended and  restated in its entirety as
follows:

         5.22. Use of Proceeds.  The proceeds from the sale of the Notes, the GS
Shares,  the Series A Preferred Stock and the Warrants shall be used for general
corporate purposes as shall be determined by the Board of Directors.

         (ff)     Section 6.1(c) is hereby amended and restated as follows:

                  (c) the  issuance  of the  Series A  Preferred  Stock  and the
Warrants to the Investors in connection with the Second Purchase shall have been
approved and adopted by the requisite vote of the stockholders of the Company in
accordance  with  applicable  NASDAQ  rules  and the  Company's  certificate  of
incorporation and by-laws.

         (gg)     Section 6.2(a) is hereby amended and restated as follows:

                  (a) each of the  representations and warranties of the Company
contained in this  Agreement  shall be true and correct  (disregarding  for this
purpose  all   references  in  such   representations   and  warranties  to  any
materiality,  Material Adverse Effect, Knowledge or similar qualifications) when
made (other than  representations and warranties that were modified by the First
Amendment to this Agreement,  which shall be true and correct as of May 5, 2000)
and as of the Second  Closing  (except to the extent  such  representations  and
warranties are made as of a particular date, in which case such  representations
and warranties  shall have been true and correct in all material  respects as of
such date),  except for failures to be true and correct which individually or in
the  aggregate  would not  reasonably  be  expected  to have a Material  Adverse
Effect;

         (hh)   Section   6.2(c)  is  hereby   amended  by  deleting  the  words
"Certificate  of   Designation"   and  inserting  in  place  thereof  "Series  A
Certificate of Designation and Series B Certificate of Designation".

         (ii) Section  6.2(e) is hereby  amended and restated in its entirety as
follows:

                  (e) the  Company  shall  have  entered  into the  Amended  and
Restated Credit  Agreement on terms  satisfactory to the Investors in their sole
discretion  as  provided  in  Section  5.3  hereof,   and  the  closing  of  the
transactions contemplated thereunder shall occur prior to or simultaneously with
the Second Closing;

         (jj) Section 6.2(h) is hereby amended by deleting the word "and" at the
end thereof.

         (kk) Section  6.2(i) is hereby  amended by deleting  clause (i) thereof
and inserting in place
thereof the following:

         (i) the Warrant Shares shall have been duly authorized and reserved for
issuance;

         (j) the Company  shall have paid in full all  interest  that is due and
payable under the Notes; and

         (k) the  Company  shall have made the  deliveries  set forth in Section
2.6(a) hereof.

         (ll) Section  7.1(b) is hereby  amended and restated in its entirety as
follows:

         (b) by either the Investors or the Company if the Second  Closing shall
not have been
consummated by June 15, 2000; or

         (mm) Section  8.5(c) is hereby  amended and restated in its entirety as
follows:

                  (c) The parties  agree to treat any  indemnification  payments
made by the Company  pursuant to this  Agreement for Tax purposes as adjustments
to the purchase price of the Notes, the GS Shares,  the Series A Preferred Stock
or the Warrants, as the case may be.

         (nn) Section 9.1 is hereby amended by deleting the words "$700,000" and
inserting in place thereof "$800,000".

         (oo) Section 9.3 is hereby amended by adding the words ", the Warrants"
immediately after the words "GS Shares".

         (pp) Section 9.5 is hereby amended by adding the words ", the Warrants"
immediately after each instance in which the words "GS Shares" appear therein.

         (qq)  The  references  on  the  signature  to the  Securities  Purchase
Agreement  as to the  number of shares  of  Preferred  Stock  each  Investor  is
purchasing at the Second Closing are hereby deleted.

         SECTION 3. Counterparts; Effectiveness. This 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 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
Amendment,  the Securities  Purchase  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
Amendment or have caused this 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.
$_______ Notes



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:



------------------------------------------------------------