BUSINESS SERVICE AGREEMENT
INTEGRAMED AMERICA, INC.
ARIZONA REPRODUCTIVE MEDICINE SPECIALISTS
THIS BUSINESS SERVICE AGREEMENT ("Agreement") is dated July 9, 2008, ("Effective Date") 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 Arizona Reproductive Medicine
Specialists Ltd., an Arizona professional corporation, with its principal place of business at 1701 E. Thomas
Road, Phoenix, Arizona 85016 ("ARMS"). IntegraMed and ARMS are individually referred to herein as a
"Party" and jointly, as "Parties."
ARMS specializes in gynecological, reproductive endocrinology and infertility services encompassing the
provision of in vitro fertilization and other assisted reproductive services ("Infertility Services"). ARMS provides
Infertility Services through Drew Moffitt, M.D., Mark D. Johnson, M.D., Barbara M. Faber, M.D. and Kimball
O. Pomeroy, Ph.D., the shareholders of ARMS. Drs. Moffitt, Johnson and Faber are collectively referred to as
"Physicians" and Mr. Pomeroy is referred to as the "Lab Director", and the Physicians and the Lab Director are
sometimes collectively referred to as the "Shareholders." ARMS also contemplates providing Infertility Services
through other physician employees. The Shareholders have entered or will enter into employment agreements
with ARMS on or about the date of execution of this Agreement.
IntegraMed is in the business of making available to medical providers such as ARMS 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 "Business Services."
ARMS believes the Business Services will benefit its medical practice and