INTEGRAMED AMERICA, INC.
MPD MEDICAL ASSOCIATES, P.C.
THIS MANAGEMENT AGREEMENT is dated as of July 1, 1999, by and between IntegraMed America, Inc.,
a Delaware corporation, with its principal place of business at One Manhattanville Road, Purchase, New York
10577 ("Management Company") and MPD Medical Associates, P.C., a New York professional services
corporation, with its principal place of business at 200 Old Country Road, Mineola, New York 11501 ("PC").
PC is a medical practice specializing in gynecology and the treatment of infertility, including the utilization of in
vitro fertilization and assisted reproductive technology services (all such medical services are collectively referred
to herein as "Infertility Services").
Management Company is in the business of owning certain assets and providing billing and collection, and
management and administrative services to medical practices specializing in the provision of Infertility Services,
and furnishing such medical practices with the necessary facilities, equipment, personnel, supplies and support
staff (collectively, "Management Services") in order to assist such medical practices in the business aspects of the
practice of their discipline.
PC and Management Company entered into a management agreement dated as of June 2, 1997, as amended by
agreement dated as of January 1, 1998 (collectively the "Former Agreements") pursuant to which Management
Company, agreed to provide, among other things, Management Services.
PC wishes to continue engaging Management Company to provide the Management Services and Management
Company desires to provide such Management Services upon the terms and conditions herein set forth. PC and
Management Company have determined the fair market value for the full complement of Management Services
rendered by Management Company and have determined and agreed to a management fee that will allow PC
and Management Company to establish a relationship permitting each