PERSONAL RESPONSIBILITY AGREEMENT
THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated January 7, 1997, is made and
entered into by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of
business at One Manhattanville Road, Purchase, New York 10577 ("INMD"), Bay Area Fertility And
Gynecology Medical Group, Inc., a California professional corporation ("P.C."), whose principal place of
business is 5601 Norris Canyon Road, Suite 300, San Ramon, California 94583, and Donald I. Galen , M.D.,
whose mailing address is 5491 Blackhawk Drive, Danville, California 94506 ("Galen ").
This Agreement is made with reference to a Management Agreement of even date herewith (the "Management
Agreement") between INMD and P.C., and with reference to an Asset Purchase Agreement of even date
herewith (the "Asset Purchase Agreement") between INMD and Bay Area Fertility Medical Group, a California
professional partnership ("Partnership").
A. Galen and Arnold Jacobsoon, M.D. and Louis N. Weckstein, M.D. (collectively, "Physicians") are the sole
shareholders of P.C., which owns all of the good will of the Partnership, the entity through which Physicians
exclusively conducted their practice of medicine prior to the formation of P.C.
B. Pursuant to the Management Agreement and the Asset Purchase Agreement, INMD has transferred to the
Physicians or entities representing the Physicians cash in excess of $1,500,000 and stock in INMD valued at
C. The services Physicians have offered through the Partnership and intend to offer through P.C. are unique in
terms of how these services are rendered and the relative unavailability of similar services from other physicians,
and in terms of Physicians' reputation, and involve both medical professional and technical services. Through
INMD's resources, the parties intend to maintain and enhance the technology which Physicians offer through P.C.
D. Physicians intend that P.C. be the entity through which they hence