PERSONAL RESPONSIBILITY AGREEMENT
LAURENCE A. JACOBS, M.D.
THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated January 9, 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 ("INMD"), Fertility Centers of Illinois, S.C.,
an Illinois medical corporation ("FCI"), whose principal place of business is 3000 North Halsted Street, Suite
509, Chicago, Illinois 60657, and Laurence A. Jacobs, an Illinois resident, residing at 4019 Brittany Court,
Northbrook, Illinois 60062 ("Jacobs").
This Agreement is made with reference to a Management Agreement dated February 28, 1997 (the
"Management Agreement") between INMD and FCI, which has been amended by agreements dated May 2,
1997, June 18, 1997, August 19, 1997 and January 9, 1998.
A. Brian Kaplan, M.D., Aaron S. Lifchez, M.D., Jacob Moise, M.D., and Jorge Valle, M.D. (collectively,
"Physicians") are the sole shareholders of FCI, the entity through which Physicians exclusively conduct their
practice of medicine. By agreement dated January 9, 1998, Jacobs has become affiliated with FCI (the
B. Pursuant to the Management Agreement, INMD has transferred to the Physicians through FCI cash in amount
of $6,000,000 and stock in INMD valued at $2,000,000. Pursuant to the January 9, 1998 amendment to the
Management Agreement ("January 1998 Amendment"),INMD has transferred to Jacobs through FCI cash in the
amount of $587,499.75 and INMD Common Stock valued at $195,833.25.
C. The services Jacobs intends to offer through FCI are unique in terms of how these services are rendered and
the relative unavailability of similar services from other physicians, and in terms of Jacobs's reputation, and involve
medical, professional and technical services. Through INMD's resources, the parties intend to maintain and
enhance the technology which Physicians and Jacobs offer through FCI.
D. Jacobs in