INTEGRAMED AMERICA, INC.
REPRODUCTIVE ENDOCRINE ASSOCIATES OF CHARLOTTE, P.C.
THIS SERVICE AGREEMENT ("Agreement") is dated September 1, 2003 by and between IntegraMed
America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road,
Purchase, New York 10577 ("IntegraMed") and Reproductive Endocrine Associates of Charlotte, P.C., a North
Carolina professional corporation, with its principal place of business located at 1918 Randolph Road, Suite 500,
Charlotte, North Carolina 28207 ("REACh"). IntegraMed and REACh are individually referred to herein as a
"Party" and jointly, as "Parties."
REACh specializes in gynecological services, treatment of human infertility encompassing the provision of in vitro
fertilization and other assisted reproductive services ("Infertility Services"). REACh provides Infertility Services
through Jack L. Crain, M.D., Daniel B. Whitesides, M.D., Nancy L. Teaff, M.D. and Richard L. Wing, M.D.,
the shareholders of REACh. Drs. "Wing, Crain, Whitesides and Teaff are collectively referred to as "Physicians."
REACh also contemplates providing Infertility Services through other physician employees. Physicians have
entered or will enter into employment agreements with REACh on or about the date of execution of this
IntegraMed is in the business of making available to medical providers such as REACh certain assets (principally,
facilities and equipment) and support services, primarily consisting of (i) financial management; (ii) administrative
systems; (iii) clinical and laboratory organization and function; (iv) marketing and (v) operations management.
Such support services and the provision of certain fixed assets are collectively referred to as "Services."
REACh believes the Services will benefit its medical practice and desires IntegraMed's assistance with various
aspects of REACh's medical practice through the utilization of the Services as more particularly set forth here