This Termination Agreement made this 7th day of December, 2000 between IntegraMed America, Inc.
("Corporation") having an office at One Manhattanville Road, Purchase, New York 10577-2100, Attention:
Donald S. Wood, PhD, Senior Vice President and Chief Operating Officer and Saint Barnabas Medical Center
("Center"), having an office at 95 Old Short Hills Road, Suite 344, West Orange, New Jersey 07052, Attention:
Barry H. Ostrowsky, Esq.
WHEREAS, Center and IVF America, Inc. entered into a Service Agreement dated May 15, 1995, a
supplement to such Service Agreement and a letter agreement dated May 12, 1995 relating to the management
of the Livingston Practices (all of the foregoing and any modifications, amendments or supplements thereto are
hereinafter collectively referred to as "Agreements"); and
WHEREAS, Corporation is the same entity as IVF America, Inc.; and
WHEREAS, Corporation and Center have agreed to terminate the Agreements effective with the close of
business on December 29, 2000 on the terms hereinafter provided.
NOW THEREFORE, the parties do hereby agree as follows:
1. Termination. Effective at 5:00 p.m. December 29, 2000 ("Effective Date"), the Agreements shall be deemed
terminated and of no further force or effect, except as herein otherwise specifically provided. From and after the
Effective Date, neither party nor any of its affiliates, successors or assigns shall be bound or in any way obligated
to the other party or any of its affiliates, successors or assigns under the terms of the Agreements or any other
contracts entered into prior to the date hereof, other than this Termination Agreement and any instruments
executed and delivered pursuant to this Termination Agreement.
2. Corporation Personnel. Corporation hereby waives and releases any and all restrictions or limitations on the
solicitation for employment and employment by Center of any and all persons previously and/or presently
employed by Corporation to provide services