INTEGRAMED AMERICA, INC.
NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY
THIS SERVICE AGREEMENT ("Agreement"), dated April 26, 2002 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 Northwest Center For Infertility and Reproductive Endocrinology, a Florida
General Partnership, with its principal place of business located at 2825 N. State Road 7, Suite 302, Margate,
Florida 33063 ("NCIRE").
NCIRE specializes in gynecological services, treatment of human infertility encompassing the provision of in vitro
fertilization and other assisted reproductive services ("Infertility Services"). NCIRE provides Infertility Services
through David I. Hoffman, M.D., P.A., the sole shareholder of which is David I. Hoffman, M.D., Wayne S.
Maxson, M.D., P.A., the sole shareholder of which is Wayne S. Maxson, M.D., and Steven J. Ory, M.D., P.A.,
the sole shareholder of which is Steven J. Ory, M.D., the sole partners of NCIRE. Drs. Hoffman, Maxson and
Ory are collectively referred to as "Physicians". NCIRE also contemplates providing Infertility Services through
other physician employees. Physicians have entered or will enter into employment or service agreements with
their respective professional associations within 20 days of execution of this Agreement.
IntegraMed is in the business of making available to medical providers 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 "Services."
NCIRE believes the Services will benefit its medical practice and desires IntegraMed's assistance with various
aspects of NCIRE's medical prac