INTEGRAMED AMERICA, INC.
Seattle Reproductive Medicine, Inc., P.S.
THIS SERVICE AGREEMENT ("Agreement") is dated January 1, 2004 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 Seattle Reproductive Medicine, Inc. P.S., a Washington professional service
corporation, with a business address at 12102 NE 24th, Bellevue, Washington 98005 ("PC"). IntegraMed and
PC are individually referred to herein as a "Party" and jointly, as "Parties."
PC will specialize in gynecological services, treatment of human infertility encompassing the provision of in vitro
fertilization and other assisted reproductive services ("Infertility Services"). PC will provide Infertility Services
through Nancy A. Klein, M.D., Paul C. Lin, M.D., Michael R. Soules, M.D. and Angela C. Thyer, M.D., the
shareholders of PC. Drs. Klein, Lin, Soules and Thyer_are collectively referred to herein as "Shareholders" or
"Physicians." PC also contemplates providing Infertility Services through other physician employees. Shareholders
have entered or will enter into employment agreements with PC on or about the date of execution of this
IntegraMed is in the business of making available to medical providers such as PC 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."
PC believes the Services will benefit its medical practice and desires IntegraMed's assistance with various
aspects of PC's medical practice through the utilization of the Services as more particularly set forth herein. PC
acknowledges and agrees that the Services being made available