PERSONAL RESPONSIBILITY AGREEMENT
MICHAEL J. LEVY, M.D.
THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated March 12, 1998, is made and
entered into by and among IntegraMed America, Inc., a Delaware corporation, with its principal place of
business at One Manhattanville Road, Purchase, New York 10577 ("IntegraMed"), Levy, Sagoskin and
Stillman, M.D., P.C., a Maryland professional services corporation ("PC"), with a place of business at 9707
Medical Center Drive, Suite 230, Rockville, Maryland 20850 and Michael J. Levy, M.D., residing at 10115
Lakewood Drive, Rockville, Maryland 20850 ("Levy").
This Agreement is made with reference to a Stock Purchase and Sale Agreement dated March 12, 1998 ("Stock
Agreement") between IntegraMed and Levy, Arthur W. Sagoskin, M.D. and Robert J. Stillman, M.D.
(collectively, "Physicians") who owned all the issued and outstanding capital stock (the "Shady Grove Stock") of
Shady Grove Fertility Centers, Inc., a Maryland corporation ("Shady Grove"), prior to the First Closing (as such
term is defined in the Stock Agreement) under the Stock Agreement, and a Management Agreement dated
March 11, 1998 (the "Management Agreement") between Shady Grove and PC.
Physicians are the sole shareholders of PC, the entity through which Physicians exclusively conduct their practice
Pursuant to the Stock Agreement, IntegraMed has paid Levy and Arthur W. Sagoskin ("Sagoskin"), in the
aggregate, $1,848,200 in cash, IntegraMed Common Stock valued at $1,224,100 and given Levy and Sagoskin
promissory notes totaling $1,097,250 (the "Notes") for the Shady Grove Stock owned by Levy and Sagoskin.
Pursuant to the Stock Agreement, IntegraMed will pay Robert J. Stillman, M.D. ("Stillman") $951,800 in cash,
IntegraMed Common Stock valued at $175,900 and will give Stillman a promissory note for $402,750 on or
about November 1, 1998 for the Shady Grove Stock owned by Stillman.
The services Physicians previously offered through Shady Grove and intend to cont