INTEGRAMED AMERICA, INC.
MPD MEDICAL ASSOCIATES (MA), P.C.
THIS SERVICE AGREEMENT ("Agreement"), dated May 25, 2001 by and between IntegraMed America,
Inc., a Delaware corporation, with its principal place of business at One Manhattanville Road, Purchase, New
York 10577 ("IntegraMed") and MPD Medical Associates (MA), P.C., a Massachusetts professional
corporation, with its principal place of business located at Deaconess-Waltham Hospital, Hope Avenue,
Waltham, Massachusetts 02254 ("PC").
PC specializes in gynecological services, treatment of human infertility encompassing the provision of in vitro
fertilization and other assisted reproductive services ("Infertility Services"). PC provides Infertility Services
through Isaac Glatstein, M.D., Patricia McShane, M.D. and Samuel Pang, M.D. (collectively referred to as
"Physicians") as well as other physician employees. Physicians have entered into employment agreements with
IntegraMed is in the business of making available to medical providers certain assets (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".
PC believes the Services will benefit its medical practice and desires IntegraMed's assistance with various
aspects of PC's medical practice through the utilization of the Services as more particularly set forth herein. PC
acknowledges and agrees that the Services being made available to PC require PC's cooperation and
collaboration, and that IntegraMed, in making the Services available, makes no warranty or representation that
the Services will achieve PC's desired goals and objectives.
In addition, PC desires access to capital for funding its growth and development, and IntegraMed desires to